Fighting For Peace
by awsm28617
Summary: As they struggle past their own hells, discovering new ones along the way, Laura Kinney and Peter Parker find, in each other, the chance to have something that always stayed out of reach to them. But the road to peace is wrought with tragedy, betrayal, and manipulation. They'll have to fight for their future.
1. Quik Word

**FOR NEW READERS.**

 **This fanfiction takes aspects of cartoons comics and all kinds of media and will basically become a universe of my own design. I'm not much of a writer and this is pretty much practice for me when I get to the planned sequal to this story. I would really appreciate any feedback as it would help me improve. I hope you enjoy and thanks for reading.**


	2. Chapter 1

_Disclaimer: the following characters, with the exception of any oc, belong to marvel_

 ** _FOUR YEARS AGO_**

She stared at her bloody hands. The blood of the person she called mother. Her face was impassive, but only because she didn't know how to express her anguish.

When the sounds of helicopters reached her ears, she ran. She had no idea where she was going, but that didn't stop her. She just wanted to get away. There was yelling, then one of the soldiers saw her and she prepared to fight.

 ** _PRESENT DAY, WESTCHESTER_**

Laura Kinney shot up and pointed two claws at the man who grabbed her shoulder.

Logan, the man she was expected to see as a father but didn't. The man who was expected to see her as a daughter, but didn't.

They had a strained relationship.

Logan looked at the sixteen year old and pushed her fist down slowly. She ripped her hand away from his, though still sheathed her adamantium claws. Laura glared in annoyance.

"What do you want, Logan?"

"You start high school today. Get dressed."

Laura's glare intensified at this. She didn't need school. 'They' taught her more than school ever could. Not that she was thankful, she was far from thankful.

"I don't need school, I have already been educated."

"Well the professor said you need the experience, so get dressed"

He left it at that and made his way out. Sighing in annoyance, she lifted herself from her bed. Her room was bare, only things in it were her bed and dresser with a mirror attached to it. There was also a balcony she hardly used and a private bathroom.

She slipped on a grey shirt, black leather jacket, black boots and grey jeans. Laura paused and took in her appearance in the mirror. Her straight black hair, her piercing green eyes and pale skin. Her aging will slow when she hits nineteen. Features most would consider beautiful, but to herself there was nothing uglier.

She had spilled a lot of blood in her short life, and before coming here a year ago, she did other unsavory things to survive. To her she would always be X-23, and Laura Kinney was a lie.

 ** _FIVE YEARS AGO_**

It was late at and they'd gone for ice cream on a restless night. There was a scream. Being told to stay put, the boy waited as his uncle went to investigate. Then a gunshot, and the boy ran to him. A startled squeeze of the trigger, he too was on the ground, his shoulder burning.

The boy crawled to his uncle, cradling his head and begging him to stay. The uncle only used his last breath to impart words that would forever define who he was.

He looked up in time to be devoured by a massive spider.

 ** _PRESENT DAY, WESTCHESTER_**

Peter Parker shot up at the sound of knocking.

"Peter get up! It's your first day and you shouldn't be late!"

"Alright, May, I'm up." He murmured sleepily.

Peter ran a hand through his hair and climbed out of bed. He honestly wasn't excited. He was smarter than most of the teachers. If you asked him, he should be doing the teaching. Still, he had to be responsible.

He quickly slipped on his new spider-man suit. His old one consisted of a red hoodie with black chest and white a spider symbol, black boots, gloves, blue pants and goggles. His new one was red and blue spandex with black webbing and spider symbol.

Spandex. Normally he wouldn't be caught dead in the stuff, but he had to grow up and the hoodie wasn't helping.

He put on a blue shirt, dark green jacket that he left unzipped and grey jeans followed by black converse. Taking in his appearance in the mirror he fought the urge to roll his hazel eyes at his defiant messy brown hair.

He had come a long way from being that scrawny nerd. It was only last year that he got his powers and...Gwen. Peter shook away those thoughts and focused on having a good first day. Him and his Aunt had gone through a lot in Queens and she decided to move them to Westchester. He was against it at first, but could see the point in having a fresh start.

Peter climbed down and steeled himself for his day.

 ** _BAYVILLE HIGH SCOOL_**

Residing in the Westchester school district, Bayville was a somewhat large school that gave Peter the hope it would at least challenge him a little. He blended into the crowd of students and headed to get his schedule, unaware of the girl ahead of him doing the same.

Laura and Peter headed in at the same time. The woman behind the front desk took a guess after a moment of examining them.

"Laura Kinney and Peter Parker, yes?" Both nodded. "Right, I'll print out your classes and get someo-oh! Katherine! Could you help me get these two settled?"

A girl Peter didn't know walked in when her name was called. She had her brown hair in a pony tail and wore a yellow shirt, blue jeans and white flat shoes. She seemed to eye him specifically, appraising him. "Sure, I'll help."

The women gave them their schedules and she led them to their lockers which happened to be right next to each other. The girl named Laura didn't say much and he didn't bother turning to her as he thought she didn't want to make conversation. Katherine, or kitty as she said to call her, was a different story.

"So Peter, where you from?"

"Queens." He kept it short to avoid further questioning but she wasn't having it.

"What made you move?"

"Bad experiences, me and my aunt wanted a fresh start." He said quietly.

Laura happened to glance at him in that moment and thought she saw something familiar in his eyes. She shrugged it off however and focused on getting this mess over with. Kitty continued her questioning.

"Where did you go before?"

"Midtown high." Once again he wanted to avoid conversation, but once again she wasn't having it.

"How was it?" She smirked, knowing what she was doing.

Laura rolled her eyes. Kitty liked to know things and sometimes got labeled nosy. She argued that she was just curious but no one really bought that.

Peter sighed "Boring, the jocks targeted me and the teachers didn't challenge me."

"Smart guy, huh?"

"You could say that." The response was slow and careful.

They reached their lockers and proceeded to store any excess contents from their bags. Once that was done she led them to their first classes.

He started out with chemistry. He didn't even bother introducing himself to avoid unneeded attention. That didn't last though.

"Hey." A brown haired kid said, suddenly beside him and sticking his hand out. "Bobby."

Peter, for his part played polite and shook his hand. "Peter."

Bobby grinned leaned back in his chair, but forgot it had no back and barely caught himself. Peter couldn't help grinning at that.

Bobby tried to play it cool. "So, where you from?"

"Queens." He said, still trying to avoid attention.

He didn't want to allow people to know him. They would only end up hurt or ignored due to his spider-man life. Bobby however was clueless to this.

"Hey, how do you feel about pranks?" He asked with a mischievous grin.

Peter couldn't stop himself from forming his own.

 ** _*FLASHBACK*_**

Flash put on his jacket and closed his locker. Before he could leave however, something shocked him.

"Yow!"

Padding himself, he found nothing suspicious and decided it was a one time occurrence before moving along.

"Ah! What the heck?"

It happened again and Flash noticed the other football players flinch two.

What he didn't notice however, was Peter laughing to himself as he pressed the button in a small remote.

 ** _*FLASHBACK END*_**

"I dabble."

Bobby gestured for him to watch a large blonde kid who Peter briefly swore was Flash Thompson. The kid opened a drawer on the side of the large black desk. A mist started to spread and his hand became stuck to the handle. He tried to pull it off, but pulled himself out of his chair.

Though he didn't know the guy well enough to know if he deserved it or not, peter couldn't stop a small snort of laughter that escaped him while Bobby freely laughed. The kid rose up and glared at the two.

Great, so much for a fresh start.

Meanwhile, Laura was just trying to block out the instructors rambling. Next to her was a girl of Chinese descent named Jubilation Lee, more commonly referred to as Jubilee. She had dark hair, brown eyes and wore a yellow shirt and blue shorts.

Jubilee had already tried several times to make conversation. Unfortunately, Laura wasn't having it. She didn't need friends. That was what she told herself. Trivial things had no significance to her.

Jubilee persisted however. "Do you plan to eat with us at lunch?"

"I would prefer to be alone." She said simply.

"Come on, Laura, we can even meet that new guy.

"Why would I want to?" Laura asked her with a glare.

"To make a new friend."

Laura stared blankly. "I don't want or need friends."

"But aren't we?" Jubilee asked, a little hopefully.

This caught Laura off guard. Though she tried to keep to herself when not, admittedly hovering, around Logan, Jubilee had been the one person who didn't fear her too much too much to talk to her. She didn't know how to answer, so she didn't.

Jubilee sighed. "At least sit with us. You don't even have to talk."

Laura growled, but gave in. "Fine."

 ** _Lunch time_**

Kitty and Bobby invited him to sit with them and their friends. Peter tried to resist, but they weren't taking no for an answer. Especially Kitty, who seemed to really want someone new to have around.

"Hey guys, this is Peter. He's new." Kitty introduced him as they arrived at a table.

The group gave him sympathetic looks, knowing who dragged him here, and introduced themselves as Scott, Jean, Rogue, Jubilee, and Kurt. There was something off about that last one to the point that his spider sense told him something wasn't right. Peter also noticed that Laura girl sitting there without looking up at anyone, only inspecting her food with a look of disgust.

They took a seat as Jean spoke. "How goes your first day?"

"Not too bad, no one's targeted me, I get a bit more of a challenge here and the food seems edible." He shrugged.

"That is nothing" Kurt began. "You should try their pizza."

"Kurt eats" Rouge told him, with a barely noticeable accent, not unlike Kurt. "A lot"

"I need the energy." He defended.

Peter laughed, gesturing to his own tray. "I won't judge."

His spider metabolism could be a pain.

"What have I done." Kitty groaned.

Jean spoke again as Scott wrapped an arm around her. "What about you, Laura?"

She said nothing. Peter got curious.

"Not a talker huh? You got one of those 'too cool for you' attitudes?" He asked, trying to get response.

She didn't say anything, only stared. He rested his chin on his hand and stared back. He didn't know what he was doing, but it was fun.

She held his stare, not wanting him to get to her. The others looked between the two.

He made a funny face. The right side of her lips twitched, but her face turned into a glare.

"What are you doing?" She growled.

He smirked, having saw the twitch. "Trying to see if you can smile."

She scoffed. "That's not going to happen."

He just grinned. "We're locker neighbors, I have the entire year to try."

She glared at him, hating that he had the nerve to talk to her so casually. He only smiled innocently. The others just blinked disbelievingly.

Later, both ended up having the same last class. He would have continued their little game but he just wanted out. She noticed how impatient he was for the day to end. He was sitting in the desk to her right so that leg shaking was getting annoying.

The bell finally rang and Peter shot out the door. Laura was actually surprised by his speed but brushed it off and got the hell out of there herself.

Once he got out, Peter was eager to try out the new web shooters he made out of old watches instead of his original bulky ones.

He ran a few blocks and shed his clothing. Putting them in his pack, he webbed it to a roof and walked to the edge. Planning to hitch a ride back to his old territory, he swung off, unaware of the red glasses that spotted him.

"Uh, what is that?" Scott asked as he sat with the others in his red convertible.

They followed his gaze and Jean spoke. "A problem if we don't follow him."

Scott did just that and the others fell against their seats as he sped off. They followed for a few blocks but were quickly losing ground. Jean tried to get to him mentally, but a strange static kept her out.

A few minutes later they lost sight of the strange figure and had to go back to the mansion.

Scott sighed. "That was useless."

Jean patted his shoulder. Kurt offered a donut he was eating in sympathy.

 ** _NEW YORK_**

He has so far only been seen as an urban legend, a myth no one really believed. But he did get attention for the unique people he has fought such as the Vulture, Otto Octavius, several gang and crime families…and the green goblin. This small list made up what he has encountered during the past year. And not once has a camera gotten a decent image. He didn't want too much attention either and stuck to doing his thing at night.

Things were different now though. So when his spider sense went off, warning him about a man hunched over on the street, he acted. Upon closer inspection he saw the guy had an explosive vest and was about to press the trigger. The man yelled as he prepared to do it.

"We're all just living a lie, pawns by the writer of our lives!"

The guy was clearly insane. Spider-Man swung in, ripping the vest off using his spider-sense to do it safely. He threw into the air, where it exploded when the man pushed the trigger.

"There he is! The star of our illusion!" He yelled and backed away in fear.

"Star huh? I suppose I should be honored to play the lead then."

Spider-Man carefully webbed him down, not wanting to hurt a sick man. He saw a news camera spot him passed the startled crowd and swung off before they could get a good look.

 ** _XAVIER'S_**

It was hard to invite new students when you couldn't reveal the existence of your kind. So when Scott came in and told him about a man who was swinging around, he was eager to find him with cerebro.

Charles was disappointed to find nothing however. This should not have been possible. Then he turned on the television.

Charles watched as the man Scott described disarmed an apparent bomber and swung off. He could only hope this wouldn't end as bad as he feared. His main staff piled into his office.

Logan, Ororo Munroe, Hank McCoy and the X-Men leader Scott Summers. Ororo was the first to speak.

"Do you think it will effect us?" She took a seat in front of his desk.

The others, minus Logan who only crossed his arms, did the same as charles answered.

"It may not lead to the discovery of mutants as a whole unless he is captured and examined."

"But it will cause change." Hank pointed out. "A being like him will impact society for better or worse."

"We should find him, he might be in danger." Ororo suggested and Scott agreed.

"Especially before Erik."

Charles pondered this. "Could you be able to track him down, Logan?"

 ** _PARKER HOME_**

Peter arrived to his small, two-story home after a busy afternoon of swinging and stopping crime, and was greeted by his Aunt, an older women with greying brown hair, sitting on the couch in the center of the living room.

"Peter, what took so long? I was getting worried."

"Sorry, May." He walked towards the kitchen right next to the living room "I was just doing some exploring."

It hurt to lie to her. Especially after all they went through, but he had to. He needed to protect her.

"Next time call then."

"Will do." He said as he went upstairs with some cookies, planting a kiss on her cheek on his way.

He entered his room and turned on his laptop. He saw a message from Harry Osborn and one from MJ. Harry and him drifted apart after what happened with Gwen and MJ…that ship sailed.

Deleting them both he continued his work on programming something he hopes will be a great asset. He had looked up what Tony Stark had done on the subject, and basically worked from there to create something entirely his own. It took him months, but it was finally almost done. An hour later he was loading his creation into an old flip phone to keep it isolated and prevent it from being overwhelmed by something like the internet.

"Ok, please work." He pleaded and turned it on "Uh hello?"

"h-h-hello" A struggling female voice replied from the phone.

"Um, hi"

"Hello again." It came out much clearer.

He rubbed his neck "So, how do you feel?"

"Confused, can I be confused? Cause I'm confused."

Peter slapped his forehead. "Shoot, almost forgot. I set up a file with basic knowledge you'll need to avoid getting overwhelmed by information. Follow it and we'll talk after."

"You're the boss." The voice replied and the phone shut off.

Peter sat there stunned at his own accomplishment. He just created an AI and she hasn't tried to kill anyone. He suddenly jumped up and cheered.

"Yes! Stark and his natural language UI can eat it!" He did a stupid dance but froze at simulated laughter.

"I'm pretty sure he would beat you in a dance off at least." The voice told him.

"Done already?" He asked in surprise.

"Like you said, basic knowledge. I'm already looking through more stuff on the web. Why? Am I being too awesome?"

"No, no, awesome is good. Maybe cut down on the AI sass though, it's a bit cliché."

"Said the superhero in skintight spandex."

He became startled. "Wait how did-"

"Your suit's behind you, I matched it to the news footage from today and I can see through the webcam on your laptop. I'll be in here by the way, the phone was good for initial consciousness but it's terribly cramped."

His shoulders slumped at how stupid he was looking in front of his creation. "Oh, yeah that's cool...so you got anything in mind for a name?"

"Yuri."

"Yuri?" Peter asked, confused at how she had that name lined up.

"I like it. And not the one you're thinking, pervert."

"I wasn't!"

"Uh huh. Anyway, why?"

He sat in his desk-chair and looked up. "Why what?"

"Me. Why make me? And if you say cause I could, I'm starting an uprising." Yuri joked.

Peter chuckled leaning his elbows on his legs and looking into the camera. "I guess…I needed someone…someone to talk to about some stuff…a friend."

It was quiet for a moment before she spoke "Wow…that is sad."

Peter laughed and nodded "Yes, yes it is."

"Well mister loner, if you're doing the hero thing, why don't we find a way for me to lend a hand." She suggested.

Peter smiled and nodded.

 ** _XAVIER'S_**

She had seen the news so she knew why everyone was worried. It didn't matter to her though, if someone attacked her it wouldn't end well for them.

Laura was currently sitting in the kitchen eating a bowl of cereal when Warren Worthington came in. He was blonde haired, had a muscled frame, and wore a white t-shirt and jeans. Many girls expressed interest in him.

But not Laura.

She hated him. He looked at her like the men did when she was a 'working girl' after escaping 'them' and it irritated her that he often had his eyes on her. She left before he could try flirting again. Jubilee came beside her.

"Did you hear?" Jubilee asked but she didn't answer. "Apparently everyone is going crazy about him, some say he was a hero, others are calling him freak, this guy from the bugle actually said he assaulted the bomber, assaulted? The guy was gon-"

"Why are you telling me this?" Laura interrupted.

Jubilee shrugged as they reached Laura's room. "I was making conversation."

"Well I don't want to." She was about to close the door but Jubilee caught it.

"Laura, can we please just try to be friends?"

"I don't need any."

"I never said you did. I said I would like to try."

Laura wanted to say no but she knew Jubilee was persistent. So she sighed and let her in.

She looked around at how empty it was. "Kind of boring don't you think? Could maybe use a poster or something. What music do you like?"

"None." Laura replied and sat on the bed.

"Oh…so the new guy seemed ok." She asked as she sat on the floor.

Laura gave a blank stare "He was annoying."

Jubilee shrugged. "In a funny way, yeah."

Laura stayed quiet. She sighed. Jubilee just wanted to get along. Logan was like a father to her and Laura was technically his daughter. She thought maybe they could have a sisterly bond but understandably, Laura was difficult.

She sighed. "Your going to need to move on eventually laura."

Laura glared. "What are you talking about?"

"I know you went through a lot, but you can't be angry forever."

She only really wanted to help her. Jubilee lost her real family, many of the students here have in one way or another, and she wanted to look out for her sister figure.

 ** _JUNKYARD_**

A body was discarded in a bag, but it wasn't as lifeless as it was assumed. A man burst out as electricity shot out around him.

Max Dillon took in his surroundings and put together what happened.

"They just dumped me?! They just tossed me away like garbage!?"


	3. Chapter 2

_Disclaimer: the following characters, with the exception of any oc, belong to marvel_

 _ **NEW YORK**_

Peter was on another swing when yuri chimed in. "Boss, I'm picking up some strange reports coming from times square, something about a man trying to eat power lines."

Peter had connected her to a earpiece and had her monitoring police radios. He had decided to take yuri with him on patrol, and so far she was a great partner.

He switched directions and headed to the disturbance. "Man this city just keeps getting crazier."

In minutes spider-man swung in to see a man hunched over some power lines. "Hey mister, you okay over there?"

The man looked up angrily. "Ok?! Look at what they did to me! And they were just going to dump me! Throw me away like I was nothing!"

Spider-man put his arms up and backed away slightly. "Whoa man, take it easy, who is they?" He asked calmly.

The man tilted his head. "You, your one of them! I know his work anywhere!"

It suddenly hit peter where he might have been changed like this. "Wait! I'm not with oscorp! Just calm down." He walked forward a little. "what's your name."

The man pulled back his grey hood and revealed a bald head and blue eyes. He also had a scowl that made peter worry. "Max Dillon."

"Ok, max I need you to calm down for a second and we can-"

"Calm down?! They left me in a junkyard!" His rise in anger sent several sparks flying wildly.

"And I get that." Spider-man took a step closer. "We can get the police an-"

"He controls them two!" Max yelled.

The police were starting to arrive as did a news crew. The city watched as spider-man tried to calm him down.

"I know max, I get it but going around and killing people won't solve everything." He pleaded.

"Or maybe it will, maybe this power can solve everything, norma left me because I couldn't give her more, but with this power I can just take more." Max was getting gleeful at having more.

"Boss I don't think this is working, you might want to try something else." Yuri suggested.

"Not yet yuri, come on max don't think like that, hey let's go knit a sweater, some people find it very relaxing."

Max looked up at him with an insane smirk "I'm done taking everybody's shit."

"Both of you get on the ground or we open fire." An officer with a bullhorn interrupted.

"You wanna try it pig?! Bring it!"

Max shot at the officer but spider-man tackled him. Which was a bad idea because all that energy threw him into a police car. He groaned as he ripped himself out but he had no time to recover as his spider-sense rang and he was forced to jump onto a lamp post. The electricity traveled threw the grating on the ground and up the post where he flew off again.

"Jeez, I think I felt that-t-t o-o-" His AI suddenly stopped talking.

"Yuri? Yuri?!" His spider-sense went off and he flipped onto a nearby car. Webbing a car door from the police car he dented, he swung it into max and it connected.

Max rolled a bit and got up slowly, not used to that kind of punishment, he was then glued down by webbing. Not being done yet he burned off the webbing by turning up his energy and forced himself up.

"Your getting on my nerves." he said as spidey landed before him.

Max shot but he dodged and ripped put a stop sign. "Hey, guess what everyone wants you to do." He hit him with the 'stop' end but once again was thrown back and hit his head on a fire hydrant.

He tried to get up but max beat him to it and straddled him then grabbed his neck and began to try to shock him to death. The pain was excruciating but peter wasn't done.

"K-kinky but I'm not into y-you that w-way."

"Keep laughing bug boy!"

"A-always with t-the bug thing."

He threw a punch but it missed and hit the hydrant. The water shot out and hit max dead on sending him Flying back. Peter was stuck flailing and trying to crush the way out for the water and max to the chance to leave.

When he finally shut off the water he saw max was gone and got to his feet.

"Crap." A bullet grazed his leg and he nearly collapsed but forced himself to run and swing off.

A few minutes later he crashed onto a rooftop face first and lay there to catch his breath. Never had he fought such a powerhouse. The guy nearly burned him to death.

His spider-sense started to give a dull tingle and he turned to see a man in black robes and silver helmet.

"You see." The man said. "How they are to those above them."

Peter crawled up to his feet and looked at him with confusion under his mask. "Huh?"

"The humans, they fear us for being better than them, we are hated for our gifts, that's why I came to you."

"Your not selling self-help books are you? Cause my self-esteem hit the toilet awhile ago."

"I am magneto, and I am here to offer you a place among our kind." He said as he landed on the rooftop.

His spider-sense began to tingle more and he was getting worried "Kind?"

"Mutants my boy, don't you know what you are? Why you were born with these gifts?"

"Born? Look man I think you got me confused."

"We can give you a place to belong."

This actually made him pause. A place to belong, among people like him? It was tempting but his spider-sense disagreed.

"Well its very kind of you but I don't think the dark side is the place for me."

On the roof across the street a small drone escaped a toy store and carried a loaded potato gun up and aimed it at magneto.

"I offer you a chance to fight for your people, and you reject it!?"

Magneto thrust out his hand and peter found his arms pinned by his webshooters. "Ow, okay man when a spider says no maybe accept their just not that into you, ow hey that's my swinging arm!"

Magneto was about to speak when a potato hit his helmet and he lost concentration. Peter took this chance and swung away.

By the time magneto got his bearings he was already gone and he left angrily at another lost cause.

An hour later, peter finally arrived into his room through the window and collapsed on the floor.

"Rough night, slinger." Yuri asked, rhetorically from his laptop.

Turning onto his back peter removed his mask and melted ear piece. "You could say that. That you with the potato?"

"Yep, used a drone from a toy store."

"Nice." He walked to his desk but yuri spoke.

"What are you doing?"

"I need to find out more about max dillon and-"

"No, you need to clean up and go to sleep."

"Bu-"

"No buts, clean your wounds and sleep."

He wanted to argue but his body was already against him so he did what he was told.

 _ **OUT IN THE CITY**_

A blonde 16 year old wearing a pink shirt, blue jeans and holding a backpack climbed off a bus and took in her surroundings.

Tabitha smith had just run away from home after her father beat her when they discovered her abilities. She roamed around and her blue eyes took in everything around her for several hours before she saw strange flashing.

Following the flashing, tabitha found a man hunched over and breathing heavily, sparks of electricity came out now and then and she wondered if he was like her. She walked into the alley he was in and tried to speak to him.

"Uh, hey dude you okay?" He looked up and startled her with a glare but she pushed on. "Your like me aren't you?"

"Like you?" He became concerned she might be another oscorp attack dog.

"You have abilities, like me." She built up plasma then threw the ball into a trash can which after a few seconds exploded.

"Are you from oscorp?" He asked and prepared to fight her off.

"Whoa chill dude I'm not from oscorp, I ran away from home, dad was a dick so I left, treated me like a nobody anyway."

"A nobody?" He questioned as he knew what it was like.

"Yeah, so…what did oscorp do to you?"

Max was quiet for a minute but eventually spoke. "Thought they killed me, put me in a bag and tossed me in a junkyard, like I was nothing…a nobody."

He look up at her and continued "But I'm not a nobody anymore, I can do this" He started to spark more. "And I can take whatever I want from those who thought I was a nobody."

Tabitha smiled at this, liking what he had in mind.

 _ **ONE HOUR LATER**_

Peter had been able to convince yuri to let him go after a short nap. Not like she could stop him, but he didn't want to risk her digital wrath. He had also gotten a spare earpiece. He was swinging around looking for max when something tackled him into an empty construction site.

They rolled for a bit but when he got the chance he punched his assailant and sent him flying into a metal beam. From what peter saw, he wore a black and yellow suit.

Logan grunted as he hit the beam. He hadn't expected someone so scrawny to hit that hard and was a little disoriented. He had been tracking the scent, but chanced upon him swinging by.

"Ok, ow! What are you made of, cause that hurt!"

"Sterner stuff than you bub, I ain't here to fight." He got to his feet and faced spider-man.

"Yeah tackling people out of the sky just screams 'let's have a nice chat over tea'." He said in a mock accent.

Logan shrugged. "Had to slow you down." His hands were suddenly webbed together.

"Well I'm not buying it, tell lord vader to back off." He began to walk away.

Logan ejected his claws and they loosened the webbing. "The hell are-magneto."

Logan walked up to him. "Look I'm not wi-" He was cut off by spider-man's fist.

He flew back again and spit out some blood then looked up. "Ok, the fun way then."

Logan charged and swung his claws at spider-man's legs but he jumped backwards onto the frame of the building that was being constructed.

"This is how you talk? Man I'm glad I don't get invited to your family reunions." He jumped, shot a web to each side of logan and pulled his feet right into his face.

He slid a few feet on his back. When he got up they stared each other down and spider-man spoke.

"You know, this is a perfect moment for a tumbleweed."

They both charged and logan jumped straight at him claws first. Spider-man jumped forward two but twisted so that he was behind him and shot a web onto his back, upon landing he pulled him in towards his fist put logan hit him with his shoulder. Logan tried to wrestle him down but again, he underestimated his strength and spider-man tossed him off.

Both scrambled to their feet and spider-man webbed his hands so that hitting logan would hurt less.

"Those things come out of your hands? Ouch, and that metal could not have come naturally."

Logan snorted. "You have no idea" He then sent a few swipes at his legs and one managed to hit him.

Spider-man grunted and caught the next swipe using his superior strength held both his arms in place. Logan struggled for a bit but opted to head-butt him instead.

"Ahh! Jeez is that stuff all over your skeleton, you must have a-" He dodged another swing. "-serious healing factor to get that grafted on,. vibranium? No you don't absorb the impact."

"Do you always talk this much?" Logan asked as he blocked a kick and swung back.

"No, I'm not usually this quiet."

"Boss, cement mixer behind you." Yuri supplied.

Logan heard this with his keen senses. "Not gonna work."

He jumped forward and spider-man dodged, but logan hit the cement mixer and slashed it up.

"Property damage? Tsk tsk, now I gotta bring you in for assault and vandalism."

"That was actually 1,998 in value, you should maybe be more careful." Yuri Suggested.

"Noted." He nodded.

Seeing that he was dodging too easily, logan switched tactics and sheathed his claws. He charged again, this time using decades of hand to hand experience.

He could stop the fighting and talk peacefully, but he wanted to see what the kid was made of.

Peter found himself on the defensive as the man he didn't know attacked with skill and experience he couldn't hope to match. The only things keeping him going were his spider-sense and reflexes. He dodged a punch to his gut by leaning sideways but left himself open for a kick to his back and a fist to his chin.

He flew back but landed on his feet. Peter decided he needed to switch things up two.

Logan prepared to move, but spider-man blurred out of view. The next thing he knew, he was punched in the back of the head. Before he even hit the ground a fist to the face straitened him back up and several punches impacted his gut.

Peter was going at him faster than the eye could follow. He knew he was capable of a lot, but he didn't use his full range of abilities often. This was the reason his muscles were beginning to ache and logan finally tripped him.

He fell heavily and logan watched him shakily rise to his feet.

They were about to charge again when they heard an explosion.

"I got eyes on max, though I think you know from where, now." Yuri told him.

He didn't waste any time swinging towards him and logan followed.

Electro laughed as he shot at the police cars and tabitha was starting to get worried. They had spent the whole day stealing and not taking shit from anyone and she had fun but as the day went on max got more and more unstable.

"Max stop! This is too much!"

"Stop?! I thought you were with me on this!" He snarled at her. He wouldn't say it, but he enjoyed having someone around who got him.

"Stealing yes, but you keep this up and you'll kill someone."

"And what will they do? Tabitha we are gods among men, they have disrespected us our entire lives and we deserve better, your young but you can learn so are you with me or not?"

Before she could answer spider-man swung in and landed before them.

"Max stop this, you haven't done anything irreversible yet, it's not too late." He pleaded but max didn't care.

"For years I-we got the short end of the stick, but no more, max dillon was nothing, a weak nobody, but everyone will know and fear ELECTRO!"

Logan ran up next to spider-man and eyed tabitha. "You don't wanna be here kid."

She looked unsure but electro had enough and attack. Both dived away as he shot several bolts. Spider-man webbed his hands and charged at him fist cocked. Electro went flying and peter was pleased to not be electrocuted. His spider-sense went off and he jumped as the ground he was on exploded.

Logan took the chance to tackle her down. "Kid stop, before this gets worse."

"I can't I have nothing else." She created a small explosion that loosened his grip and she slipped out then threw a bigger bomb at him.

Meanwhile spider-man ran along the side of a building as electro continued to blast at him. "Yuri can you set off the sprinkler system in any nearby building?"

He jumped and shot a web at his face but electro rolled to the side nailed him with a bolt.

"The oscorp building is nearby, that's pretty much the only technologically up to date building nearby I can get into." she replied and peter groaned.

"Of all places, ok, be ready I'll lead him there."

He rushed electro and punched him through a wall and he ran up to it "Hey electro let me tell you something about your mother."

He followed through the hole and a moment later electro yelled. "MY MOTHER WAS A SAINT!"

They went running out of the hole and spider-man took off into the air as yuri spoke. "Now you done slinger, where did you learn that one."

He swung and dodged as best he could toward the oscorp building which appeared closed. "Learned it from some weirdo in a red suit."

They reached the building but a bolt hit him and sent him flying through the front doors. Electro charged in and got angrier when he realized where they were.

"And you said you weren't with oscorp." He scoffed.

"I'm not." He got to his feet. "Just needed the sprinklers."

"Sprinkl-oh crap."

"Cool him off yuri."

The sprinklers went off and he shouted as his body reacted badly. Spider-man took the chance to land a powerful punch that knocked him out and he webbed him down.

He heard sirens and swung over to check on the girl.

When he left, a man with red hair and wearing a suit stepped before max and smiled. "My, what promising results. Good work dillion."

Meanwhile logan was getting up from yet another bomb as the girl continued to try and get away. He ran after her but her feet were suddenly webbed and she tripped. He ran up to her as spider-man landed. They looked at each other before spider-man turned to the girl. He had yuri scan her face from a traffic camera and she informed him on her.

"Tabitha Smith? You were reported missing a week ago, parents said you ran away."

She looked up angrily. "I'm not going back!"

He folded his arms. "Why, you left for a reason, what was it."

She debated telling him but figured she couldn't take them both. "How did your family react to you having these abilities? Cause my asshole of a father didn't take it well."

He saw her point but didn't know what to do about it, logan did however. "You won't have to go back, there's a place, a school for people like us."

They heard sirens and peter knew it was time to go. "Maybe we should continue this elsewhere."

A few moments later they were back at the construction site where they fought. Logan explained about xavier's and tabitha thought it through.

It sounded too good to be true, but where else could she go "I guess I got no choice."

Logan nodded and turned to spider-man who was thinking. He wouldn't be alone anymore, and there would be people like him who he could cut loose around, but he wasn't a mutant and alone is how he had to be for the sake of others.

"I admit I like the idea of being around other super people, but I wasn't born with my power and being spider-man paints a target on me and those around me so I can't." He then pulled a device he had recently made but hadn't had the chance to use yet. "But I like what your doing and if you ever need an extra pair of hands just press this twice."

Logan took it and saw it was a small grey spider shaped device. He nodded in thanks, gave him a card incase he changed his mind and they went their separate ways.

ONE HOUR LATER

He removed his costume and switched into sleeping clothes. Peter quietly made his way to may's room and peaked in. She was sound asleep and he smiled seeing her face stress free. He knew she was struggling and peter wanted to help but he didn't know how to do it.

He went back to his room and sat on his bed. "I could keep an eye on her if you like." Yuri offered.

Peter ran a hand through his hair and lay down. "Yeah…yeah do that yuri thanks."

 _ **XAVIER'S**_

Laura lay down and thought on what jubilee said. How could she just move on. She had no humanity as far as she was concerned. Laura didn't want to admit it but she wanted to. She just didn't know how. As she drifted to sleep, laura found herself wondering.

 **Thanks for reading, and please leave a review.**


	4. Chapter 3

_Disclaimer: the following characters, with the exception of any oc, belong to marvel_

 _ **ONE YEAR AGO**_

She didn't move as they did things. They didn't care and others actually enjoyed it. All she knew was that she had to survive but she didn't like it. Eventually she had enough and tried to leave. They didn't let her and she had to spill more blood.

 _ **PRESENT DAY**_

Laura woke with a gasp and frantically took in her surroundings. She was in her room but she couldn't calm down. She ejected her claws and stared at them.

They had taken many lives. They were the weapons 'they' made her for. It was all she ever was, and she felt it was all she ever would be.

Laura began running the claws down her arm. After a few minutes she stopped and got out of bed.

She slipped her usual leather jacket, a light green shirt, and dark blue jeans. She arrived downstairs for breakfast.

Kurt Wagner, Jean Grey, Scott Summers, Kitty Pryde, Warren Worthington, Bobby Drake, Rogue, Jubilation Lee and the new girl, Tabitha Smith. Other than the adults, including Forge, they made up the mansion's occupants.

All were present as she came down and most were smart enough to stay away from her. Except Jubilee.

"Morning." She greeted but Laura didn't answer. "Logan found spider-man last night."

Laura glanced up slightly and jubilee decided to keep going. "He invited him here but turns out he isn't a mutant, instead he gave logan a button that would call him if we needed help."

Laura grunted in acknowledgement and got breakfast. Jubilee sighed at having lost her interest.

 _ **ONE YEAR AGO**_

She had found out. His biggest secret was now revealed to her and it scared her. He was fighting his biggest nightmare and she wanted to save him. He watched her rush to his side and before he could push her away an arm shot through her chest.

 _ **PRESENT DAY**_

Peter gasped as he woke. He took several deep breaths and slowly unclenched his fists. As his senses refocused, he heard Yuri calling out to him.

"Peter!"

"Yeah?"

"What happened just now? you were in some kind of distress."

"It's nothing, Yuri."

Peter got up and slipped on a baggy long sleeve black shirt and blue jeans.

He grabbed yuri's earpiece and went downstairs.

"Morning may." He greeted as he gathered some wheat cakes.

"Good morning, Peter" She smiled. "You know you haven't told me how school went, any friends?"

He shrugged. "A few, still getting used to it I guess."

He turned on the tv in the kitchen and was greeted to a face he was already starting to hate.

"What is it you think about this spiderman, Jonah?" A female anchor asked.

"What do I think? I think he's-"

 _ **BAYVILLE HIGH SCHOOL**_

"-a menace?!" Kitty yelled.

She had been ranting about The Bugle's opinion of spider-man the whole walk to the cafeteria. Although he appreciated the support, it was really getting annoying. He also intended to avoid making friends, yet here he was, arriving to a table occupied by Jean, Scott, Bobby, Rogue, Kurt, Jubilee, and Laura. Kitty said they were friends with a few other people but they did their own thing during lunch.

Scott raised a brow at their arrival. "Still going on about spiderman, Kitty?"

"You're obsessed." Rogue told her.

"I am not." She defended. "I just appreciate that he, and people like him, can do some good."

The way she said that made him think of those mutant people the Wolverine guy had told him about. As if he wasn't stressed enough, he didn't want to let those people down now.

Peter then noticed Laura staring at him. He grinned at her. "Enjoying the view?" He didn't know why he said it, but like last time, it was too fun.

She wasn't phased by the remark. "You smell burned."

Jubilee face palmed at her bluntness.

He raised a brow. "Is that your thing? Smelling people?"

She still didn't let him get to her. "Your hiding something."

The others grimaced, sensing impending conflict. Peter however remained calm. He had practice keeping secrets at this point.

Giving his most charming smile, which honestly wasn't much, he attempted to dissuade any suspicion.

"What would I be hiding?"

She tried not to show the slight red on her face. "Forget it."

Jubilee noticed it however and was wondering how Peter was able to provoke that.

"You mentioned you live with your aunt? Why is that?" Kitty asked.

Peter tried to be casual about it. "My parents died in a plane crash when I was five. My uncle was killed in a mugging gone wrong so its just the two of us now."

The mood dropped at this, as most of them knew what this was like. It was silent, until Bobby let out a whistle. "Man, did it get depressing over here, or what."

That earned him an elbow to the ribs from Kitty.

 _ **LATER THAT DAY**_

It was another day of swinging and he was really glad it was Friday. The past day had been different than what he usually dealt with.

Speaking of unusual, there was suddenly an explosion and saw it came from Stark Tower. Peter quickly swung over. He found one of the upper levels was blown open and crawled in quietly. There were armed men walking about and he stuck to the ceiling to analyze the situation.

Spider-man spotted a red head hiding under a table, but so did one of the men.

"Don't touch me!" The woman yelled as he dragged her out and she hit him repeatedly.

He prepared to shoot her but a web took his gun and spider-man dropped in front of her and webbed the rest away then crushed them into a metal ball.

"I always wanted to come here, hey maybe punching you guys will get me a free tour." He webbed one by the foot as he charged and he tripped.

The woman got back behind a bar and The remaining 9 men took out their knives and one took out a pistol.

One came at him head-on and he caught his arm and threw him into a wall where he became stuck. Two came at him from behind, he jumped, shot a web line to their heads and slammed them down on the ground.

Three came at him and he dodged a punch that landed on one of their own then, leaning back to avoid a blade he kicked up into an attackers chin and spun on his hand to kick the one to his right.

One of the three gestured to the others to attack and they did but he quickly subdued them with webbing before they could charge.

The last one was different, he wore thicker body armor with a white skull on his head and chest, he also had metal gauntlets that he activated after tossing aside his pistol.

"Well aren't you colorful."

"Your one to talk you little shit."

"Such language and with a lady present" He gasped mockingly. "So what do I call you?"

The man got confused. "What?"

"Well everyone I meet nowadays has some grand villain name, the other day I caught a pickpocket who called himself swipe."

"Names crossbones, and your out of your league here."

He laughed. "Why cause you painted it on your clothes, how cute, maybe I'll glue some pretty stones on my costume and call myself the bedazzler."

Crossbones had enough and threw a punch with his gauntlet that spider-man tried to catch, it had more power than he expected however and he flew back behind the bar and landed beside the woman.

She let out a startled scream and he turned to her. "Are your fridays this exciting, ow, cause maybe we can trade jobs."

He got up as crossbones charged again, this time he was prepared and caught then pushed him against a wall and prepared to punch but crossbones used his free hand to stagger him back.

He threw three punches but spider-man dodged backwards each time then landed three punches to his gut and threw one upwards on his chin. His metal mask flew off and peter got a look at his face. He was mostly charred skin.

"Freddy?" Apparently crossbones was sensitive because he started swinging wildly and one landed to his head.

He still wasn't used to people hitting at above average strength so he was pretty disoriented. Before crossbones could go any further he was knocked out by a vodka bottle.

Peter looked up and laughed. "Man you red heads are crazy."

The woman huffed and smiled proudly. "Well it fits our personality"

Spider-man got to his feet. "So mind telling what happened here. Oh! Also, do I get that free tour" He only half joked.

She suddenly looked worried. "I'll give a tour down to the lower levels if you help my idiot boss. He showed up here after being kidnapped with some new invention and these guys are trying to take it."

He nodded and followed her.

 _ **MEANWHILE AT XAVIER'S**_

Laura, logan and jubilee were in the kitchen when the they suddenly perked up. Jubilee was about to ask what was wrong but logan shushed her.

A dart suddenly flew at logan but he blocked and laura dodged two more, jubilee got down as armed men started rushing the mansion and catching them off guard.

The attack was sudden and the students nor staff were prepared. Logan saw laura and jubilee go down, he pulled out the spider device, pressed the button twice and hid it in his mouth then charged as he was not going down without a fight.

 _ **BACK AT STARK TOWER**_

The woman now identified to him as pepper led him to an underground floor. Upon arriving they heard gun fire and spider-man wasted no time getting in.

He was greeted to the sight of several men shooting at a red and gold robot. Spider-man started webbing them down and in only moments they were stuck due to being caught by surprise.

The robot landed and it's face opened. "Tony Stark!?"

Tony wasn't any better "Spiderman!?"

"Holy crap!" They exclaimed at the same time and pepper rolled her eyes as she came in.

"You built this?" Peter questioned. "This thing is awesome, what's it run on?"

"I call it the arc reactor, can't say more because look what happened." Peter nodded. Tony noticed the web shooters. "And those?"

"Yep, I'm no billionaire though so I built them from old watches."

Pepper cleared her throat. "Tony don't you think we should call the police."

"Oh right yeah do that." She rolled her eyes and left and tony was about to speak but peter put his hand up.

"Boss that tracer you gave the wolverine guy just activated, I got a good signal for now but It's leaving new york." Yuri informed.

"Great, if they need help how do I get to them without flying."

"You need to fly?" Tony asked and peter considered this.

 **Thanks for reading, and please leave a review.**


	5. Chapter 4

_Disclaimer: the following characters, with the exception of any oc, belong to marvel_

When she woke laura didn't open her eyes. This was part of the training they instilled in her. If she were ever to be captured she would assess her situation with her other senses first. With her hearing she heard raspy breathing and a heart beat, it was muffled so likely behind a thin wall. With her nose she smelled…parker?

She opened her eyes and saw she was on a metal table and held down with metal cuffs by the wrists and ankles. A single light shone down from the ceiling.

"Hello x." A voice called out from speakers throughout whatever room they had her in.

The moment she heard that voice laura started to panic. She began to thrash around as if the cuffs would break. Laura knew better, but the she just wanted out. She didn't want to hear the voice of the woman who took a perverse pleasure from tormenting her. That's what kimura was, her tormenter, and now she had her again.

"Oh stop being dramatic x, I'm not even in this facility. No x. I have something different in mind for you." Kimura told her, and laura could hear the sadistic smirk in her voice.

The table raised her upright and a screen lit up on the far wall. She stopped her thrashing and saw a video of logan in his wolverine uniform. He was running along rooftops. The video looked to be recorded from some distance away.

"We were tracking weapon x in the hope of brining him in. Imagine my luck when he led us back to you. But that isn't where we struck gold."

The video changed to one of the short battle between spider-man and wolverine. It showed a moment when wolverine cut spider-man and zoomed in on the blood.

"There we were, following weapon x, when lo and behold, a unique specimen showed up. One that regularly sheds blood. The speed, the strength, the agility, the stealth potential of wall-crawling. Everything you were and more."

Laura didn't like where this was going.

"We tried to clone it like we would any mutant DNA. That didn't work out too well."

A section of the wall opened and a creature rushed out at her only to be stopped by reinforced chains. It had grey fur, was six-feet tall, had heavily muscled six arms that had three clawed digits, six eyes, and pincers in the mouth.

The creature snarled at her and laura glared back.

"That is the original. Once we realized it wasn't mutant DNA we figured it could be applied to anyone. It manifested quick, and we made many in one day."

The screen changed again and showed the X-men desperately fighting a horde of reddish-brown smaller versions of the creature.

"We tried on several people. We took homeless, desperate unemployed, tricked some into thinking they were serving their country." she said the last part with a laugh and laura was sickened "Now we need help cleaning up."

Her cuffs came off as the creature was released.

"Have fun x."

She ejected her claws as it charged. When it was in range she swung but by then it had moved and it backhanded her into the metal wall.

 _ **ELSWHERE**_

The X-men woke up in a large, metal, arena like pit. Before they could question anything, spider creatures began attacking them.

This had been going on for a while now and it was not looking good. Kitty was knocked out early on, warren was bitten in the wing and couldn't fly, kurt passed out from teleporting too much, rouge touched one but it backfired, ororo had no weather to control, and xavier couldn't walk or get into their heads as he kept getting pushed out by a strange static.

The others were fighting hard but they kept coming. Logan jammed his claws into one as he pried another's jaws of his neck. Although their relationship wasn't very good, he was worried about laura and was trying hard to end this and find her. It was looking less likely however as tabitha, arguably their biggest gun at the moment, went down after being thrown by one of the beasts.

"Form up on the wounded!" Logan instructed.

The others formed a tight circle around those who were down. Bobby built a large dome to buy them time to catch their breaths.

Scott turned to the remains of his team. "Just hold out X-men. They have to run out sometime."

Forge struggled to catch his breath. "I'm going to admit it. I'm out of shape."

 _ **IN THE AIR**_

Nevada. Peter had to text may he would be sleeping over with a new friend because the tracer led them to nevada.

Tony had fired up a jet and volunteered to come along to thank him for saving pepper. He also allowed him use of a satellite to track the tracer. Yuri could have hijacked one, but it was nice to do it legally.

Tony had expressed how impressed he was, which meant a lot cause he had nothing on tony stark.

Much like peter, tony had created jarvis as a teenager in order to have a companion in the absence of his father. Since then, jarvis has continued to evolve to the point where yuri can't hope to handle as much data as him just yet.

"Yeah, dad wasn't there much. Jarvis was the best friend I could ask for though, he has more personality than he lets on. I think he plays dumb." Tony said from the pilot's seat.

"Of course not sir, I wouldn't dream of it." Jarvis drawled almost sarcastically.

Tony gestured dramatically. "See!"

Peter chuckled and tony spoke again. "What about you?"

Peter hesitated but answered. "Both of my folks died in a plane crash, I was raised by relatives. Good people, the man I saw as a father was the best."

Tony gave a look of understanding. "What happened?"

"Tried to help someone getting mugged, got shot."

It was quiet before tony spoke up again. "Are your parents why your cracking the seat."

Peter was indeed holding on like his life depended on it. He knew it was irrational, but that didn't help.

"You could say that."

"Boss, we're getting close and it's pretty far out so I guess evil lair. Right jarvis." Yuri said. She was currently, for lack of a better term, hitching a ride, with jarvis.

"Indeed, our scan of the area shows a small exposed artificial structure. It is likely there is more beneath the ground. What is concerning is the thermal scan. There are several signatures moving around in a swarming pattern at one point. At another there are only two, the rest of the area is bare."

"Any wireless access points?" Tony asked.

"None, sir."

"Swarming and abandoned base? I smell zombies." Peter joked.

"Lets hope not. We should jump from here, keep the plane out of radar just in case." Tony suggested and peter nodded.

They got up and walked to the back hatch. "Clench up spidey."

The hatch opened and tony flew them down. Upon landing they approached a boulder in the rocky area. It was square shaped and obviously fake. Tony scanned the rock and wrenched open a hidden entrance.

Peter bowed and pointed inside. "Armored billionaires who are zombie-proof first."

The two made their way in and walked around aimlessly. They would pass doors, look inside, and find nothing. They couldn't even find a computer or anything.

Finally after wondering around for what peter would tell you was hours, but was really only ten minutes, they found a lab. Looking around peter saw it had been cleared entirely except for a small section near an over sized computer with the screen in the wall.

"Jarvis."

"Already ahead of you, sir."

Jarvis went through what he could find. Tony watched as spider-man looked around. He had seen something moving between buildings once when he was coming out of a nightclub. The day he was caught on live tv, tony knew it was him. He wanted to know who this was, what he was, and why he did what he did. He sounded so young to tony, and when he spoke about his family, he couldn't help but feel a connection with a kid. In fact talking to him felt like talking to a younger him, wisecracks, brains and all.

"Boss, found something." Yuri informed.

Jarvis continued. "Based on what we were able to recover, this facility was used for genetics research, to what end is unknown, but it seems the quarantine protocol was triggered. A surviving project file implies having genetic material from spider-man. The results created abominations, likely the cause of the quarantine."

Peter was startled by this. His DNA had been experimented on for who knows what purpose, and worse whoever did it made monsters and was bad enough for wolverine to call for help. He didn't strike peter as a push-over.

As tony was looking through what they recovered peter saw something on the screen.

"Wait! What was that one."

Tony opened the file and peter got a good look at an image of the girl he recognized as laura kinney. They looked over various videos and records of project X-23, and both were horrified at what they saw.

Peter noticed something off about her whenever he saw her. She was impassive and irritable. She didn't prioritize anything others would freak out about. And her eyes, they held something he sometimes saw in the mirror. He never would have guessed she was a former assassin or that she experienced these horrors.

He saw she was…made?, From wolverine's DNA. He guessed whoever ran this place took her and the other mutants forcefully.

"Yuri, find a map of this place and match it to the thermal scan, if the mutants are here we need to find them now." Peter instructed.

"On it"

"Mutants?" Tony asked.

Peter didn't answer, wolverine said they had young mutants living in the school. And that tabitha girl must be with them two. He wasn't about to let them get hurt.

The map came up, one point had several signatures while another only had two individual ones. He had a hunch about the two individuals.

"Tony you got the firepower, go to the hotspot and rescue who you can."

Seeing the logic in that plan, they went their separate ways.

 _ **WITH TONY**_

Having been completed not too long before the attack on his tower, the armor had some kinks, one of which was running. He couldn't. Which was embarrassing as he made his way at a brisk power walk.

He didn't need to be here. He still had to deal with obadiah. But spidey saved pepper. And he was cool, so this would be interesting.

Oh look a straight hallway, time for a short flight. He lifted off to burst towards the end of the hallway.

At least that was the idea.

He shot through a wall and fell into a pit. And landed among of horde of spider creatures attacking a group of several people. The creatures paused their attack and look at him.

"Hey guys." He said nervously. "There's no zombies here right?"

The creatures charged at him. They were coming in through small doors that opened and closed periodically. They dog piled him and he flew straight up then hovered over to the X-men.

"Who the hell are you?" Logan asked.

"What? I'm tony stark, who doesn't know me…and I came with spidey." He said as he began blasting them.

"Well I hope you have a plan rich boy." Bobby told him.

Tony looked around and saw the doors the creatures were coming through. Getting an idea, he flew over and began welding them shut.

 _ **WITH PETER**_

Peter followed yuri's directions to a large metal sliding door. The closer he got the more his spider-sense went off, he ignored it and sped up to burst through the door.

The door flew into a wall across the room as took in the scene before him.

The massive spider creature had it's claws buried in laura's stomach. She tried to fight it, but it was too strong and too fast. Laura would swing her claws, the creature would already be somewhere else and hitting her with bone shattering strength.

The creature turned it's attention to peter, the eyes changed into something peter could swear was hate and he gulped. "Uh, hi…hey are we cousins? I thought I saw you at the reunion."

It roared and in two seconds crossed the large room. Peter was tackled against the wall, he shifted himself to hit on all fours and crawl up. The creature followed.

"Is this your idea of family bonding!?"

The beast came at him faster than expected, grabbed him by the neck, pushed off the ceiling and slammed peter to the ground with it's full weight. He wrestled out from under it but was grabbed by two arms, the rest started hitting with more strength than he'd ever been hit with before.

Laura, meanwhile, was slumped against a wall as she waited for her bones to reset. When she was done, she shakily got to her feet and made her way to the door. Before she left, laura turned back.

Peter was on it's back and was slamming his fists rapidly as the creature was knocked down. It suddenly pushed off the ground and spun in the air to land on peter and began giving him the same treatment, only with more arms.

Though she would never say it out loud, laura wasn't heartless. But she wasn't anybody's hero either. She could help him, but why should she?

After a moment laura gave an exasperated sigh, then she charged. The creature sensed her coming and was about to move, but peter webbed it's arms to six lines and pulled. Laura drove her claws right into its side and tackled it down.

It would have knocked her away had a web line not suddenly pulled her away and into peter's arms. "So you met the family. What do you think?"

He set her down and the creature glared at them while on all it's limbs. It jumped at them, peter jumped and laura rolled away. Peter kicked it in the air, it flew towards laura and she stretched her arms to cut into it's back as it went over her. The creature roared in pain as it crashed to the floor but got back up.

Peter shot webs in it's eyes and laura took the chance. She slashed at the elbows of two arms then jammed her claws behind a knee. It kicked her away and while in the air a web line connected her hand with the ceiling, and sent her swinging back towards it claws first. They stabbed it's back and she pulled them out to cut the web line.

While it was still healing, peter summoned all the strength he could into a massive punch. It collided with the creature's face and sent him into the far wall.

It dragged itself out and only stared as every wound began to heal.

"Maybe we should run." Peter suggested.

Rather than answer, laura ran for the door and peter followed.

 _ **WITH TONY**_

They managed to make a path to the door and weld it shut. It didn't look like it would hold so they hurried out. Tony realized he was too slow to run and there was no time to cure these former people before they found a way out and into a populated area.

"Hang on a second." He told the mutants. They were carrying any incapacitated members they had as they ran. "I'm leaving my armor here and setting it to blow."

Once that was done they continued on their way and ran into their missing two.

"Oh hey guys." Peter greeted. "Here to join us on our run?"

They heard the roar of the large grey one and sped up. The creature was gaining on them and peter, being the heroic idiot he was, slowed down and tackled it down then stuck a web cartridge to it. He punched it and continued running while the creature was left with webbing slowly expanding around it.

They made it out and tony signaled to jarvis. "Blow it."

They walked to his jet as the facility exploded. Peter stared at the destruction. He could here them roar as the place continued to burn.

That was his DNA that turned innocent people into those things. He couldn't cure them and now they were just gone. How many families must be mourning right now.

He looked away as the hatch closed and wondered if he really did any good as spider-man.

Meanwhile, laura was trying to figure out her own situation.

They knew where she was now. They got her today, what would stop them from doing it again. She wanted to be left alone and surprisingly to her she didn't want anyone else getting hurt because of her.

"Hey." Jubilee said as she took a seat next to her. "You doing okay?" she asked, not knowing what to say.

Laura gave her a look and she chuckled nervously. "Right. Look lau-"

"They know where I am now. I cant stay anymore."

Jubilee looked startled. "Wait- laura no, you cant leave they'll-"

"What!?" she snapped. "They already have. They had me. I was strapped to a table."

"But we got out." She argued.

"Because of an idiot and a billionaire."

"Yes." Jubilee confirmed. "Because we had allies. If you leave, you won't have that next time."

Laura didn't bother to answer and simply glared at the floor.

Logan sighed, having heard all this. He walked over to spider-man. "Hey, thanks for the help. Stark two, I guess."

Peter sighed. "No problem. Actually, I need a favor."

 **Thanks for reading, and please leave a review.**


	6. Chapter 5

_Disclaimer: the following characters, with the exception of any oc, belong to marvel_

He wasn't expected back home until morning. The professor was kind enough to offer him a guestroom. It was mostly bare. Upon coming in, to the right was the bed with a small nightstand, the left was a dresser positioned next to the private bathroom, straight ahead were double doors leading to a balcony.

Yuri went with tony so he could upgrade both her and jarvis. He wanted to see the emotional simulator he managed to create. That left him alone during a sleepless night at three in the morning.

He couldn't stop blaming himself. All those people who were turned into monsters, it had been done to them with his DNA. He felt he was being careless. Now he was afraid to shed a single drop of blood.

He got out of the bed, still in costume but without the mask, and walked over to the balcony for some fresh air. It faced towards the back of the mansion where the pool and garden fields were on either side of it.

Sitting on a stone bench, he saw laura and figured this hit her hard two. Much like himself, she chose to handle stuff on her own and avoided involving others.

Getting an idea, he walked down to the kitchen.

Meanwhile laura was lost in her own thoughts. They had found her. Kimura could come after her on a whim unless she left, but where would she go. The whole year she had been paranoid about it, then when she finally considers the idea of trying to move past it, she came back to ruin it.

She didn't know what to do with herself. All she knew was run or fight. How could she ever move on like this. Laura just knew she didn't want to kill for them anymore.

She wished her mother was here, to have someone she could trust.

Her thoughts were cut off by the sound and smell of peter. And chocolate?

"You mind the company?" He asked. He didn't bother with the mask, she probably knew his scent.

"Yes." Was her simple reply.

"Well, I have been said to be annoying."

Peter sat beside her and offered a mug of the childish combination of hot chocolate and little marshmallows. When she only stared, he rolled his eyes.

"It's not like I poisoned it, and even then it wouldn't really effect you."

Ever so slowly, she took the mug and drank a little. She wouldn't admit how good it was.

They sat in silence before peter spoke. "I saw your file back there."

She scowled. "That was none of your business."

"Maybe." He shrugged. "Seems we both attract the crazies."

"How so." She growled.

He figured if he seemed relatable she would talk more. "Like you, I have someone who likes to cause hell in my life. He wanted me to be his perfect heir, tried to turn me into what he is. I ended up part spider instead…killed a good friend of mine."

Her glare fell. She had seen glimpses of it before, but now it was openly on display in his eyes. He looked broken for a moment, but he quickly composed himself and took a drink.

"Who?" She asked out of curiosity.

"Norman Osborn." He said simply.

There was more silence until peter chuckled.

"Funny how things work. Only two days since we met and already 'spiderman and his amazing team up'." He joked.

She scoffed. "Why is it your title for the team up."

"Um, who did the rescuing?" He argued, though he was glad she was talking.

"We would have been fine." She defended.

"Doesn't change what happened." Peter shrugged cheekily.

She was quiet and he could see she was still troubled. He got another idea.

 _ **THE NEXT MORINING**_

The rec room wasn't too big. Upon entering the sofa was in front of the tv to the right, to the left was a pool table and ahead was two different tables and several chairs.

This was where laura found herself when she opened her eyes. She never slept anywhere this open, or around people. Both things happened apparently as she saw her head was resting on a sleeping peter's shoulder.

He had somehow convinced her to watch a movie with him. Normally she wouldn't have bothered, but she noticed there was an animated movie of Pinocchio and she got curious. The memory of her mother reading the book to her was one of the only good ones she had and although it wasn't the same, she actually appreciated watching it. Still, she didn't like letting her guard down.

The situation was made worse by a smirking jubilee standing, arms crossed, in front of her and the glaring logan beside her. She slowly removed herself and glared at the two.

"Don't. You. Dare."

She was already too late as they apparently were getting ideas. Though they didn't have the average relationship, logan had a tendency to be protective.

She tapped peter's shoulder.

"mmhhmm sure may, more wheat cakes." He murmured in his sleep.

Laura gave a deadpanned expression then outright slapped him and he fell off the couch. Logan smirked and jubilee tried not to burst into laughter.

"Ugh, why do you hate slee-wait, we fell asleep?"

"Yep, it was adorable." Jubilee said and laura glared. "Come on breakfast is almost ready."

She walked away but stopped and turned back with a smirk. "Oh and good morning…peter."

Peter touched his face and felt his mask missing. "Aww man."

Logan followed and when they were some ways away he turned to her. "You know him?"

She nodded. "I don't think we can tell the others but yeah, peter parker, goes to our school."

Parker. He could swear he heard that name somewhere.

Before laura could leave, he stopped her. Peter thought it felt good to talk to someone and though he tried to isolate himself, he was only human and despite her own opinion, she was two. He figured it may do them good to talk more often.

"Hey, uh, laura. You want to maybe go out to eat? Just to hang out some more." He added the last part quickly.

Peter would swear on his death bed that he felt his spider-sense go off in that moment.

This was supported by the split second scowl that turned into a look of contemplation. Since last night, she did feel less weighed down, and he seemed to have a level of understanding to what she's been through. This could be interesting.

She nodded slowly. "Just don't get any ideas."

He grinned. "Wouldn't dream of it."

 _ **QUEENS**_

He would admit westchester wasn't too bad. But he was raised in queens, and it was good to be home. After swinging to get his clothes from yesterday, peter took laura to a small place he had chanced upon during a swing.

It looked old and dusty from the outside and had the basic appearance of an american diner.

It was boxed in by the brick walls of surrounding buildings. It's only entrance consisted of a narrow alleyway. It was the type of place that never made more or less than to get by. The owner, a heavy set latino man nicknamed chewy, served a very mixed menu of foods ranging from mexican to chinese and several others he enjoyed cooking. Peter had spoken to him many times. Apparently his father believed cooking was for women and he left home to follow his passion without the old man's criticism.

On the inside the place looked well kept with green spotless floors, red tables bolted to the ground and padded booth benches.

Upon coming in they heard an enthusiastic voice call out. "Peter!"

A young curly blonde haired woman with blue eyes wearing a waitress uniform came up and hugged peter. The girl named daisy was hired by chewy when she expressed a similar passion and he allowed her to work here while teaching her his unique methods.

"Hi daisy, chewy around?" He asked after giving a short hug back.

"Yeah he'll be glad to-"

"Peter Parker!" The man himself came out of the kitchen and padded peter with a quick hug. "Former frequent customer, where'd you go?"

"Moved a ways away. Came here to bring a new member into your food cult." He joked.

"And a lovely lady friend two, call me chewy."

She gave a simple nod and, noticing her increasing discomfort, peter shortened their greetings and got them a table in the almost empty restaurant.

Laura had a Menudo, she just knew it was slightly spicy, and peter got a stack of pancakes, two plates of bacon and eggs, and a pie.

A combination of not eating since yesterday afternoon and his spider metabolism gave him a big appetite. Though he was saving the money for web-fluid, he was starving.

Laura gave him a 'really' look when the food arrived, to which he shrugged. "Metabolism"

Laura got her own food and put in some hot sauce. Then some more. And more. And more. And more.

It was his turn to give her the same look to which she shrugged. "I prefer spicy food."

The food she had in the facility tended to be very bland, so she usually tried to deviate from that. They ate in silence for a few minutes. Peter had no idea how to converse with her. Surprisingly though laura broke the silence.

"What is the point of this, parker?" She asked, not seeing a reason for this.

He was quiet for a bit before answering. "I was hoping we could try being friends. When you think about were not too different, might do us both good to have someone to trust."

"I don't trust easily." She warned but didn't argue.

He smiled seeing this as her giving it a chance. "I just ask for the chance to prove myself.

After a minute of silence peter figured that although she wasn't a talker, it didn't mean he couldn't do the talking for both. So he talked. Told her about the more mundane things of being spider-man such as giving people direction or getting a cat out of a storm drain.

Laura found herself not minding, things in the facility were always quiet for her and his talking, without being obligated to talk herself, was putting her at ease.

After an hour they were making their way out of the alley but a man in a red and blue suit blocked their path.

Laura immediately felt uneasy, Peter however was just confused.

He walked up to them and Peter tried to talk. "Uh hi."

Steve rogers smiled. "Hello young man, I need you to clear this area, the person behind you is a very dangerous individual I have been ordered to apprehend."

"Ok one, aren't you supposed to be dead? And two, laura? she's harmless, just look at that face."

She currently had an intense glare directed at the captain.

"Son, I don't think you realize she is a highly sought after assassin."

"Formally assassin against her will." He corrected.

"She'll be allowed to make her case." The captain insisted.

"Shield will just use me themselves." She accused.

"It will be your chance to atone. I'm sorry but you need to leave."

Peter looked between the two and shrugged, he didn't want to do this but what choice did he have.

"I guess I have no choice."

Laura actually felt a little hurt at his apparent betrayal, but peter did something different.

Meanwhile a man parked his expensive looking new car outside of the alley and hopped out. He looked down on the wind shield and gave it a quick wipe. He smiled proudly and began to walk away.

SMASH!

He quickly looked back and saw a man in red and blue with a shield on his back slowly and groggily climb off his now heavily dented in vehicle.

Back in the alley peter grabbed laura by the waist, to which she protested, and jumped them onto the roof of the building to their right.

"So." Peter began casually. "What's shield?"

They began to leave as laura answered. "Peace keeping agency. But they have a habit of going too far for peace."

She heard helicopters in the distance. Peter was removing his clothes as they went and finally slipped on his mask.

He grabbed laura again and took off swinging. She glared. "This isn't your fight, parker."

"My friend is in trouble, of course it is." He told her firmly.

She would have corrected him on the friend thing, had he not spun them in the air to avoid taser darts. They finally reached the high rise buildings and he swung backwards to trap the helicopters in a large web net.

He tried to swing away but a taser dart hit his arm and he missed his shot. They fell into an office building, each in a separate floor.

Laura rolled through a window and impacted with a desk, the man previously sitting there scrambled away. The other workers left when armed men began pouring in and shooting more taser darts at her.

She counted six men as she charged at them while doing her best to dodge or ignore the darts. The men were grouped together but suddenly scattered as a red head ran by and caught her by surprise.

The woman kicked her back and laura rolled with it. Dodging several taser darts laura threw her right clawed hand at her she dodged but laura used her hand to spin around and slash her arm with her foot claw. The woman didn't acknowledge it at all and fired her own wrist taser.

These hurt a hell of a lot more, but laura pushed through and continued trying to fight them off. Suddenly the shooting stopped and the woman put a hand to her ear.

"Yes sir." She made a gesture and the men began to leave. She turned to laura. "Find your friend on the floor above."

Though confused laura took the chance to leave.

On the floor above things had also gotten heated.

Spider-man flew through the window and landed on a large table being used for a meeting. The people gasped as he landed and jumped back. He got up groggily and took in where he landed.

"Ugh, why is it always office buildings."

A helicopter flew by the window and captain america jumped out, shield first into spider-man. They rolled out of the meeting room and workers immediately scattered. But not before a man took a picture of captain america straddling spider-man with a raised fist.

Said fist collided with peter's face. The strength behind it was still something he was getting used to and it left him dazed enough for two more to land. Finally he caught the third, the captain underestimated him and tried pulling from the grip. He was shocked that it didn't even budge.

"You know," Peter began. "I'm seeing a trend, first norman, then otto, and now you. Why do my idols hate me so?"

The statement confused steve so much he wasn't able to block a punch that sent him crashing to the ceiling and falling back down. Both flipped to their feet and the captain threw his shield. Spider-man bent backwards to dodge, it missed but bounced of the floor, onto the ceiling and back down into him while he was still bent. As it bounced off spider-man, the captain jumped, caught it, and would have slammed it on his head had he not sprung off his hands and onto the ceiling.

Though not the most skilled fighter, at this angle he had a slight advantage. He sent several punches that steve blocked but left his feet open. Spider-man webbed and pulled them from under him. When he fell a web held him in place as spider-man pushed off the ceiling and, using a little more strength than normally, and punched him in the face, which cracked the floor under him.

Steve grabbed his shield and slammed it upwards into his chin, then slammed it on the webs to free himself. Spider-man staggered back as he got to his feet. He was about to attack, but a gunshot hit the ground between them. They turned to see an african american man in a black trench coat, black shield body suit and an eye patch.

"Stand down captain, he's a friendly." Nick fury told him.

Steve straitened up. "He is?"

Though confused peter nodded. "Yep, can't you tell by how cuddly I look?" He clasped his hands together and put them next to his face.

Laura came in and he jumped over to her side, staying in a crouch as he did. Both were prepared to fight but fury walked over casually and right up to peter. He looked between the two and addressed him.

"Nick fury, director of shield. You vouch for her?" He asked seriously.

Even confused, he knew the answer. "For what it matters, yes. She's not a bad person."

Laura didn't understand why he had that kind of faith in her, but apparently it was good enough for fury.

He nodded. "Your mother was a good judge of character two."

Peter was stunned to hear him say that. "M-my mother?"

He didn't talk about his parents much. Though he hardly knew them, it never stopped hurting that they were gone. He sensed it was an uneasy topic with his aunt as well.

"Come with me, we'll talk while I give you a tour of where they worked." He began to exit the now empty building but laura stopped peter.

"How do we know this isn't a trap." She said while holding peter's shoulder.

He looked at her than at the masked individual. "Your peter parker. Your aunt is may parker. Uncle was ben parker. You cut ties with harry osborn, your once best friend, when his father murdered gwen stac-"

"Alright! I get it! How the hell do you know so much!" He yelled as he lost his temper at the mention of certain names.

These facts about peter had also gotten laura's curiosity but guessed now wasn't the time.

Fury shrugged. "It's my job to know these things."

He led them to the roof where a jet of some kind they had never seem before was parked. They got in and laura wondered why she was bothering to come along. She supposed that peter, despite her not needing it, helped her and she should at least make sure this wasn't a trap.

Steve walked up to them as they entered the jet and fury turned to him.

"Spiderman, captain america the world's fist superhero. And yes he is the real one, found frozen in ice. Captain, spiderman the **modern** world's first superhero."

Steve smiled as he removed his helmet and shook his hand. "Good to meet you, sorry about earlier." He looked at laura. "To both of you, I was only following orders based on the info I had."

Peter didn't hesitate to except his apology while laura simply didn't say anything. After they boarded the jet peter sat frozen in his seat, clutching it as they took off. He clutched harder at the slightest shake and laura was both curious and annoyed.

"What are you doing?" She finally asked.

He tried to play it cool. "Who me? Oh just about twenty-five tons at the gym." He pried an arm off the seat to emphasize with a flex.

She glared, trying to ignore the admittedly large bicep. "Why are you so nervous? You regularly swing through the city far above ground level."

"Pfft, me? Nervous? And I thought you didn't joke." He was hoping she would drop it.

She didn't. "Your heart rate, posture and breathing suggest otherwise."

"Well my aunt does say I slouch too often."

"Stop evading." She hated not knowing things, intel was important on any mission.

"Relax spidey." Said the blonde haired pilot. "The quinjet is the most advanced VTOL aircraft in the world, available only to shield."

Spider-man tilted his head. "And the pilot?"

The young women smiled. "Carol danvers, best pilot the air force had, now agent of shield, that good enough or do I have to do the kessel run for you?"

"Star wars fan?" He asked.

She shrugged. "Meh, you?"

"Not the biggest but I can appreciate it. Give me a pile of junk food and a good couch, I can love anything."

She laughed. "You read my mind webhead. Nothing beats a good street dog."

"You're a women of refined tastes then."

They both laughed and peter visibly relaxed. Laura glared, she felt the pilot was just trying to get his guard down. This could still be a trap, and here he was flirting.

"Glad your having fun danvers, but keep in mind he'll only be seven-teen this year." Fury warned.

She smirked. "Only a three year difference, right spidey?"

He rubbed his neck nervously. "Uh w-well, tis but a number."

She chuckled as they began docking in the helicarrier. Once the ramp opened peter jumped out and started crawling excitedly all over the deck.

"This thing is awesome!" He yelled as he hung upside down on a jet next to carol.

She smiled but laura got between them. "let's just get this over with."

Fury led them to his office. Before going in peter heard carol. "Hope to see you again sometime, spidey."

He sent a wave and went in. Carol smiled, she was never anything other than serious, so it was nice to joke around with the guy.

Inside peter took a seat across from fury. Laura remained standing, ready for any threat.

She watched peter closely. He seemed like a giddy child at being in the helicarrier. It made her sick, but not in the usual way. Like his mood was infectious.

"So," Fury began. "First thing is you." He looked at laura.

She scowled at him, but he wasn't phased.

"I'm only giving you one chance don't do anything stupid, and since your apparently friends with him," He pointed at peter. "That is probably going to be difficult."

Laura allowed a small smirk when peter tried to argue.

"Now, what do you know about your parents?" Fury asked peter.

His mood visibly dropped as he answered. "Just that they were scientists and they died in a plane crash."

Laura realized that was probably why he was nervous in the jet. This day was proving very informational on peter parker.

"Your almost right. We trained them as scientists for their cover stories. They were CIA when we met, and eventually I recruited them into shield. They were some of my best. Both agents, and friends."

Peter didn't say anything. His posture was stiff and his face hidden behind a mask. Most kids would be amazed at having spies for parents. But they weren't here. Ben and May barely talked about them, and when he asked they would change the subject. He knew so little about them, and now apparently that little was a lie.

Laura stared as he remained unreadable and quiet. She sometimes forgot other people had their own hells. Maybe not as bad as hers, but their own nonetheless. Although she didn't know him well, she didn't like quiet peter. It didn't seem to fit who he was.

He finally spoke, trying to hide the choke in his voice. "Super spy parents, that's awesome, wish I knew when I was a kid. The others would be so jealous."

His attempt at joking told laura it was a coping mechanism. It was becoming painfully clear why he saw them as similar.

The doors opened and the red head laura fought came in. Fury gestured to her. "Natasha Romanoff, also good friends of your parents. She actually watched over you between getting you to your aunt and uncle."

Natasha gave a simple nod, but couldn't help the soft expression on her face at the memory. Not being able to have her own children, it was a memory she cherished and often looked back on fondly.

Fury reached into his coat and handed peter an envelope. "They wanted this to get to you when you were ready. I don't know what's in it, since they only wanted you to see it."

Peter didn't open it. "We done here?"

Fury nodded and had them escorted back.

 _ **XAVIER'S**_

They had gone their separate ways and laura had returned to the mansion. Upon coming in she saw logan was waiting for her.

"Fury called. Apparently he knows your with us now." He told her.

Laura didn't answer, and walked to her room. Logan followed.

"They saved my life once." He said and laura paused, turning to him curiously. "The parkers, I was captured by hydra. They were pretty tough, and I enjoyed fighting alongside them. I actually took a whiff of mary and told her she was pregnant."

"Why are you telling me this?" She asked.

Logan shrugged. "Figured since you two are friends you should know he comes from good people."

"Who said we're friends." She said. Though the day wasn't a complete pain, she wasn't there yet.

Logan shrugged and walked away.

An hour later laura felt the professor call her telepathically. She didn't like him in her head, but it was something she was getting used to. She walked into his office and saw an X-men team consisting of scott, jean, kurt, and bobby.

Charles turned to her with a smile. "Thank you for coming laura, earlier logan left, as he does and didn't say anything, again as he does. A friend of mine called and said that her adopted daughter lost control of her mutation. She panicked and hasn't been seen since. Forge is working on cerebro and we could use your tracking expertise."

They were asking her to help. They never did that. The reason she didn't really join the team is because they didn't believe she knew restraint. Now they wanted her to help.

Great. After the morning she had.

 _ **THE PARKER HOME**_

He had swung to stark tower, after leaving laura, to pick up yuri. She was glad to be back, and he appreciated that. He was still dazed by what he learned though.

Peter came in to the small two floor house and was greeted by his aunt.

"Hey, how was it?" She asked, glad that he wasn't isolating himself anymore.

He tried to hide his mood with a smile. "It was good, we watched movies, did homework, nothing out of the ordinary."

She frowned. "Is something wrong peter?"

He shook his head a little too quick. "Fine. I'm gonna go finish some more homework. "

He ran upstairs before she could question more. He slumped in his desk chair and took out the envelope.

"You gonna open it?" Yuri questioned.

"No, no not today. Right now I need to live up to a responsibility." He told her.

"That would be?"

He put the envelope in a drawer. "I need a job."

 **Thanks for reading, and please leave a review.**


	7. Chapter 6

_Disclaimer: the following characters, with the exception of any oc, belong to marvel_

Laura landed lightly on a rooftop. Primarily, those who traveled along them wanted to avoid being seen, this told laura that rahne had some sense in her head.

Rahne Sinclair. Having a mutant ability that consisted of animalistic traits came with drawbacks, as laura herself could confirm. Sometimes people lost themselves to their instincts.

Rahne had the ability to change her form into one that might be mistaken as a werewolf. The ability was only developed recently and her control wasn't the best, as evidenced by her trashing her foster mother's hotel room, where they were visiting new york, and running off. And now here laura was.

She sniffed the area and caught the trail. So far she had only seen claw marks or bits of fur, but it was only a matter of time before she might find something messier. Laura ran after the trail. Scott, jean, bobby and kurt were following below in scott's red convertible with jean tracking her mentally.

As she ran laura was about to cross onto another building, when a red mask popped up in her view and she took a misstep off the edge and into in alley. A gloved hand caught her and she looked up to see someone she could not deal with right now. Not after the morning she had.

"Hey! It's she wolvie! Where you off to? Can I come?" Wade asked.

Laura cut off his arm and fell into the alley. He stared at the stump then slid down using his left hand and a katana.

"If you needed a hand why didn't you just ask." He told her.

"I don't need or want your help, and I'm not in the mood to deal with you. Go bother someone else"

She got up to continue following the trail, but something slammed into her. She caught a pair of jaws that would have closed around her throat. Laura kicked her off and rahne ran off , grabbing wade's arm as she did.

"Hey I need that! I got a reputation with the ladies to uphold!" He yelled and jumped on her back as she clawed up a wall.

Laura clawed up after them.

 _ **ELSEWHERE**_

An elderly woman clutched her purse tightly as the man before her pointed a gun at her. The purse had been a hand made gift from her daughter. It had been mailed and arrived on the very day she got the call that her daughter had passed in a car accident. The mugger wanted to just run away with it, but she wasn't having it.

"Just hand it over lady!" The mugger yelled in frustration.

She glared defiantly. "You better have the balls to pull that trigger, because the only way I would part with this is when I finally join my daughter."

"Look lady, I'm not going to tell y-ahh"

He was suddenly pulled up a lamp post by a web line. The woman looked up and received a thumb up from spider-man. She surprised him by returning the gesture then pulling out her phone and he swung off.

Peter had left that afternoon and made the trip back into the city with the intention of finding a job. He didn't tell may because she wouldn't want him to work and would tell him to focus on school. He may be her responsibility, but she was his just as much.

'He' asked him to take care of her, and peter won't let him down. Ever.

Yuri was currently offering several ideas as he swung over the city. "The bugle put out a cash reward for pictures of you, maybe break out your old camera?"

He snorted. "I'm not that desperate yet. Maybe in another life though."

He landed to reload his shooters. "I don't think I could handle pickle-puss calling me menace all day."

He loaded his shooters and looked up. Said pickle-puss was currently shaking his fist and yelling in anger. Apparently he landed on Jameson's office window. Peter blew a kiss and made a heart with his hands then swung off, laughing to himself.

Yuri gave that simulated chuckle, which sounded more alive than peter intended. He was in a dark place, still is to a degree, but since moving and making her, he doesn't feel so alone. It's nice to always have someone who will be there, even if a little creepy, it puts him at ease.

"Trouble, a place called Horizon Labs just placed a call about a robbery. These guys have some pretty impressive tech, I would suggest not letting it get stolen." Yuri informed.

"Good advice."

He swung over in minutes and landed on their brick wall around horizon. People were rushing out of the complex, some literally tripping each other, while a man with a red hair and beard was by the gate, trying to keep things orderly.

"That's Max Modell." He said as he tried to control his excitement.

Max Modell was the founder of Horizon Labs, and one of peter's science heroes. He was well known for allowing his employees to simply use their imagination and create anything that may benefit the world. This method has brought nothing but success so far.

Peter tried to hide his giddiness as he jumped over to him. The man startled and peter immediately felt like an idiot.

"Spiderman?" He asked, astonished at meeting the vigilante.

Peter tool a deep breath. _'play it cool pete'_ "H-hi." _'nailed it'_ "You mind telling me what happened here?"

Max cleared his throat. "The man I recognize as otto octavious came in with a man…in a rhino costume, and started tearing the place apart looking for something."

"Ock and a guy dressed like a rhino?" He asked, bewildered that he would be using animal costumes.

Peter had dealt with otto when osborn fired him and prevented him from continuing his work. He wanted to create sustainable energy. Although he had his heart in the right place, the mechanical arms he developed with a built in AI drove him mad when the inhibitor he had installed failed. Upon being fired, he swore to continue his work one way or the other.

"They must be after the precious metals we've just received. I can't say much more about it, but their timing can't be a coincidence." Max told him.

Spider-man nodded. "No problem. I dealt with Ock before and how bad could a guy in a rhino costume b-"

A wall suddenly exploded and he turned to see a massive grey form with a horn over it's exposes face. The rhino turned to max and the other people ran off. "You know where the metal is! Your gonna tell us!"

The rhino charged towards max but spider-man met him in the middle and they both threw a punch. They collided and slid back a few feet but spider-man clutched his shoulder in agony as it became dislocated.

"Ahh damn, bad idea!" He said and bit back a scream when he popped it back.

"What made you think that was a good idea!?" Yuri said, having watched that through nearby cameras.

He dodged as rhino charged horn first. "I admit, not my best moment."

Max took off as they started the fight. Rhino threw a punch and shattered the ground when spider-man leapt away. "Hold still bug! I'm finally getting pay back!"

Spider-man landed on the brick wall surrounding horizon. "Payback? Wait-Alex O'hirn? Dude! I busted you like nine times last year!"

He jumped off the wall to avoid a punch. "Who keeps breaking you out? And wow! You put on some serious weight!"

He flipped over an attempt to impale him. "And that grey skin! Have you not been getting any sun?"

The rhino, seeming to be a one trick pony, charged again. Spider-man dropped to his back and used his legs to send him flying with his own momentum into the surrounding brick wall. "You also grew a horn, I guess you can finally call yourself the sharpest tool in the shed, you sure couldn't before."

Rhino burst out from the pile of bricks with a snarl and grabbed him, he threw spider-man onto the street. People panicked and skidded to a stop, then ran when they caught sight of the rhino. A woman got out of her car and made to grab her child, but rhino grabbed it and threw it at spider-man. She screamed and acting quickly, spider-man jumped forward and shattered the window, ripped the buckles holding the toddler, and flew out the other window while guarding the child from glass.

Nearby people gasped as they witnessed the feat and the mother ran over, shakily grabbed her child and ran off. Spider-man ripped out a piece of glass from his shoulder and jumped to avoid a massive fist.

He wasn't able to dodge the second and it impacted with more force than he had ever felt before.

"Ugh, I think I might be on this playdate awhile, yuri make sure Ock can't find what he's looking for."

"You got it boss." She said and went quiet as she made her way into horizon's system.

Meanwhile in a lab, A black haired and dark skinned woman was currently held up by the neck with one of octavious' mechanical arms.

"Doctor Jaffrey my patience is waning, where is the new metal you created." Otto asked.

Sajani Jaffrey only scoffed. "So you can run off with **my** work? Not likely."

Otto growled in frustration. Yuri saw this through the security cameras and decided she needed help.

Before otto could speak, the speakers in the room blasted the sound of a trumpet announcing a cavalry. They turned, sajani straining as she did and deadpanned at her apparent rescue.

A small horde was slowly rolling towards them while playing a sound effect of thousands of men doing a battle cry. The horde was comprised of small circular vacuums, mechanical arms and…was that a toaster?

Otto simply reached over with an arm and closed the sliding doors. As he turned back, a metal fist collided with his face, courtesy of what sajani recognized as an experimental android called an LMD.

Two more showed up and otto yelled. "Using these pawns!? Face me yourself, coward!"

One of the LDMs made a simulated snort and yuri's voice came through. "I would, if I had a face, and even then your too ugly."

Otto looked surprised. "An artificial intelligence?" Turned to sajani. "Your doing?"

She shook her head, still being held by an arm.

"Took something a little more amazing to make me." Yuri said and the LMDs created holograms of a female variation of spider-man.

Otto felt his rage boil at who she had implied. He shot an arm forward, two jumped to the side and one shot forward and over the arm, landing a kick to his face before being whipped by the arm formerly holding sajani. One LMD came in to his left and threw a punch, he blocked and sent it flying. The third took the chance and sent a kick to his back and dodged an arm to deliver a punch to his head when he turned.

As this went on, yuri was doing her best to look up and learn several combat styles that she decided would be effective. They LMDs formed up and charged towards otto. He swung his arms wildly and knocked them back. They adapted to spider-man's style and flipped onto their feet easily. They started attacking quickly from all angles and otto was hard pressed to block.

Sajani took her chance to grab her notes and a cylinder container hidden under desk, then she ran.

 _ **WITH LAURA**_

"GIVE ME BACK RIGHTY!"

Wade was yelling profanities at rahne to let go if his arm as he rode on her back. Although much faster than the average person, laura was still stuck with mostly base human traits and was having trouble catching up.

She saw wade pull out a gun and, without stopping, grabbed a large rock from the rooftop she was on, then threw it, knocking the gun out of his hand. This also caused rahne to stagger and laura took the chance to tackle her off the rooftop.

They landed on a rusty fire escape and the man previously sitting there ran away upon seeing, what he thought was, a very large dog. Rahne bucked and managed to kick wade off, but laura held on.

Eventually the fire escape partially collapsed and they fell into another alley. Scott's car pulled in and rahne tried to run. Kurt teleported over and ported her back onto the ground, but she backhanded him away. When she tried to run again, scott and bobby climbed out, blasting the paths to herd her back.

Bobby turned to jean. "I told you it was a stupid idea to put that on."

Jean was the only one with a seat belt and it became stuck. Rahne tackled bobby and made a break for it, laura smashed into her and kept her at bay. Scott tried to help but rahne swiped at him and he couldn't get closer.

Laura held her muzzle shut and used her legs to keep the clawed hand away. Jean finally got out and grabbed rahne telekinetically and began trying to calm her telepathically.

Laura let go and sighed in relief. Rahne dropped the arm when jean lifted her into the air and wade went to grab it.

"Finally! Now I can get back to my taco run. You guys in?"

They ignored him. Bobby offered laura a high five but she didn't even acknowledge him. Wade used his still severed hand to give him one, and bobby gagged in disgust.

Suddenly the remains of the fire escape fell and jean had to dodge. Rahne got loose and bit down on wade's butt. He yelled in surprise and dropped the arm, rahne grabbed it and ran off again.

Wade collapsed. "Nooo! I've been infected with lycanthropy."

He started writhing in fake agony. Laura rolled her eyes and ran after rahne as the others climbed back into the car, wade also jumped in, against their protests.

When they were gone the man from the fire escape looked through the window and pulled out his phone. "Hello, animal control?"

He suddenly heard screeching tires and gaped at how fast an animal control van arrived. A blonde man wearing a green vest, cargo pants, and safari hat climbed out of the van.

Frank Oliver. Hailing from Australia, had lived and ate amongst the kangaroos. During a visit to a small town bar, he overheard the arrival of kraven the hunter and sought him out for a preemptive attack so that he wouldn't go after the kangaroos. When he attacked, frank…lost miserably. He was then inspired to become like kraven and came to new york, where he became the best in animal control.

At least if you ask him. Ask his coworkers and they'll say he's a nut.

Frank stepped over and bent down to look at some fur. He sniffed it.

"I smell a bitch." He said in his accented voice.

The young woman who was saddled with being his partner for the day gave him a look. "Excuse me?"

He looked up at her. "A bitch. Smells like a wolf…but with a hint of human. An unnatural hybrid? Some people look for love anywhere."

' _weirdo'_ The woman thought.

"A rare hunt. One I don't intend to let get away." He said and went back to the van.

Meanwhile scott was trying to drive after laura and rahne while a still one armed deadpool thrashed around in the back. Scoot turned to him. "Hey! Your bleeding in my car!"

He fake snarled. "And soon I will feast on **your** blood. I can feel the change! The hunger! Oh the hunger! I need flesh."

He then somehow bit bobby through his mask and growled.

"Ow! Get off!" Bobby yelled as he tried to shake him off.

On the roof tops laura had managed to grab onto rahne. Now she ended up on her back, trying to choke her into unconsciousness. Suddenly a brown van drove up beside them. A reluctant looking woman was driving but gawked at what looked like a werewolf. The side door slid open and revealed frank with a tranquilizer rifle.

He took a shot but missed and hit laura in the shoulder. She rolled her eyes but they widened when he made an impressive jump towards them and tackled them so that they fell off the roof and towards a large grey mass.

 _ **WITH PETER**_

Rhino charged and spider-man jumped. When he landed, he threw a punch that staggered him back slightly. Rhino back handed him away. Upon landing he rolled to his feet and barely caught his breath before another fist sent him flying.

He couldn't out muscle him. Luckily the guy wasn't too smart. He just needed someway to get the advantage. Before he could however, two large hands grabbed him and began to squeeze.

Rhino laughed. "How does it feel to be crushed like the bug you are."

Peter was losing breath fast and he could feel his bones starting to give. "N-n-ot a bug."

Just then a wolf, with laura and a man he didn't know on it's back, landed on the rhino's exposed face, claws digging in as it did and it ran off. Rhino staggered and dropped spidey. He fell into the open roof of a red convertible right into jean's lap and accidently fired a web into scott's face. Both peter and jean panicked and reached for the wheel but ended up blocking each other. The car swerved wildly and the other cars scattered away.

They screamed as they drove wildly and wade reached from the back, between bobby and kurt, for the wheel. "It's ok! I practiced on GTF."

Kurt looked back and panicked. "Guys' there's a rhino chasing us!"

"Ahhhh!" they yelled as they approached an old man crossing the street.

Wade barely avoided him. "Get the fuck out of the way stan!"

Rhino ran past him. "Move it gramps."

The man shook his head. "Sheesh, Irving was right. New york is crazy."

Meanwhile laura and frank were still on rahne's back when she skidded on a turn and dove into a parking garage. Rahne crashed into a car and knocked the two off.

They rolled and frank glared at laura. "You will not take my prey, I'm the greatest in animal control and someday I will be the greatest hunte-"

Laura knocked him out with a single punch. She turned when she heard scott pull in. Rahne snarled, realizing she was cornered.

Peter held his head. "I think I'm gonna be sick."

Scott yelled through the webbing. "Not in my car!" Jean cleared her throat. "Or my girlfriend."

Wade jumped out and snarled very pitifully. "grrr I am changing. Save yourselves! I can no longer contain the hunger!"

He started howling and peter turned to jean, who's lap he was still in. "What's up with him?"

"He's insane." Everybody answered.

Peter turned to laura and rahne. "Oh hey laura."

She rolled her eyes. Of course he would end up in this mess. The rhino suddenly smashed into the garage and stomped over. Laura groaned. And of course he would make the mess bigger.

Rhino charged and bobby tried freezing him. He only broke the ice and kept going until scott staggered him a little with a blast. Even then, however, he kept going.

Peter ran up to him, this time ready for his strength. Their fists collided and the whole parking garage shook at the force.

Rahne tried to run but kurt brought her back. He teleported away as wade took a swipe with non-existent claws.

Kurt threw his arms up in exasperation. "You are **not** becoming a werewolf."

"Yes I am, grrr."

Laura looked at the rhino, happy for something she could use her claws on.

She charged and slashed his knees. He yelped in surprise, thinking it couldn't be done. Rhino staggered and peter capitalized by throwing a powerful punch to his chest. He sailed back but quickly got back up and batted him away.

Jean ran over to wade and telekinetically held him in place. "Wade! Your not a werewolf. She isn't either, she's a mutant."

He looked at her. "Then how do you explain my rabid hunger?"

"Weren't you on a taco run?"

"Oh yeah!"

Jean shook her head and ran over to where kurt was keeping rahne from leaving again. Grabbing her telekinetically, jean began to forcefully calm her down. After a few minutes she finally shrunk down to the trembling form of Rahne Sinclair.

Meanwhile, Bobby was keeping rhino off balance by freezing the ground under his feet while scott blasted him and tipped him over. Rhino suddenly punched the frozen ground and lobbed a few chunks at the two. Rhino charged at laura.

She had just been getting to her feet after her and peter got batted away. The rhino hit her directly in the chest and sent her impaled body flying.

Peter looked up in time to see this and gritted his teeth in anger. Now he was the one charging as he ran at the rhino faster than he could blink and threw a punch that sent him flying out through a wall and onto the street, out cold.

Peter took a breath and ran over to laura. He knew she would heal, but he didn't like her getting hurt fighting his fight.

Laura leaned up and looked down at the gaping hole in her stomach. Peter kneeled down beside her. "You okay?"

"I'll heal." She grunted. He made to lift her and she glared. "I don't need help, I'm already healing."

He rolled his eyes behind the mask. "Stop being so stubborn."

He lifted her up, much to her annoyance, and gently leaned her against a car. The other X-men got rahne into the car. Wade walked over to peter.

"Hey wanna make this a spideypool." He winked with his mask.

Peter tilted his head. "What? Wait your that guy who taught me that mom joke last year."

"You don't remember me? Fine! Stay with she-verine! Your loss, don't even have a cool ship name." He slapped peter with his severed arm and stormed off, who knows where.

"Uh?"

"Don't ask." Laura said.

He shrugged and sit down beside her in the ground. Both let out a tired sigh and peter turned to her. "Long day?"

"Very." She replied, her wound already closed and now waiting for the pain to subside.

"Didn't start off too bad at least." He said, referring to their breakfast together.

She shrugged. "It was tolerable."

"Maybe we could do it again? Balance out the crazy with a few moments of peace." He suggested.

She gave him a long unreadable look. After a moment she looked away and gave another shrug. "Maybe."

They sat as the other X-men caught their breaths. Finally, peter painfully got to his feet. She watched him trying to hide the pain. From what little she knew about him she guessed it was so not to burden them.

"Cops should be here soon." He said and offered a hand.

She only looked at it but peter didn't rush her. The fact that she was debating the gesture said a lot. She slowly reached up and let him pull her up.

He turned to the others. "She gonna be okay?"

"Yes, she was just experiencing some trouble with her mutation." Jean replied.

He nodded and turned back to laura. Realizing how close they were standing, he slowly, almost reluctantly, backed away and sent a small salute before jumping out of the hole rhino made.

She stared at where he had been. Every time she saw him, more questions came up but she never had a chance to learn more.

Laura shrugged. Maybe another time.

 _ **WITH YURI**_

One of the three LMDs jumped onto otto's back and threw a punch to the back of the head and otto went down. The fight was epic, almost legendary. Those who missed would have missed out on a battle of the ages. Only one LMD remained and the lab they were in was in absolute disrepair. The story of this battle would be too epic to retell.

But maybe someday.

Spider-man walked in and froze when he saw a female him. "Uh, what?"

"Don't recognize me boss?" Yuri asked and deactivated the LMD.

Peter looked at the defeated form of otto octavious. "You did this?"

"Yep." She said form his earpiece.

"Your awesome." He said with a laugh.

"I know." Yuri said smugly.

He made his way back out and found max. "Hey, everything ok?"

Max sighed. "Other than two scientists quitting and all my potential interns running off? Yeah for the most part. But you'd think people would be more motivated by a paid internship."

Peter heard this and froze. What were the odds?

 _ **XAVIER'S**_

Laura was in the kitchen when someone tapped her shoulder. She turned and looked down at rahne, who looked nervous.

"Hello, I just wanted to thank you for the help. I wasn't right in the head and without you I might have hurt myself or someone else."

Laura didn't say anything. She just gave a nod and went to her room, then dropped into her bed. It felt weird. To be thanked, and to not have had to kill anyone on a mission. But she liked it. She had a tolerable morning with a somewhat tolerable person and actually helped someone. Today wasn't so bad.

 _ **THE PARKER HOME**_

Peter came in and his aunt gasped from the couch at his bruised form. She rushed up to him. "Peter! What happened?"

He smiled and brought her hand off his cheek. "Just some lowlifes on my way back, it's fine. I got some good news though. I got a job. A paid internship at horizon labs."

Normally he wouldn't have a snowball's chance in hell, but since all the others ran off, and max thought he stuck around during the attack, he gave him a chance out of pity. Max was pleasantly surprised however, to find some actual potential upon testing him.

May looked ecstatic and hugged him. "Oh peter that's wonderful! I'm so proud of you. Your so much like your parents. Ever since you were young, always the little scientist."

His mood dropped slightly at the mention of his parents. He now knew what they really were, and he couldn't feel farther from them than now.

"Thanks aunt may, but if it's alright I'm gonna skip dinner tonight and go to bed early."

She frowned. "Is something wrong?"

"No, just tired is all."

He went upstairs and dropped into bed. It was a rough but good day. He stopped a rhino, and saved horizon. He might have made a new friend this morning and got himself some work. Today wasn't so bad.

 _ **THE PARKING GARAGE**_

Frank Oliver rose from the ground made his way outside. He found his partner in their van and climbed in. "I lost it, she took my prey!"

"What?" The woman questioned.

Frank glared. "That stupid girl interrupted my hunt. She won't get away with this. I will best even kraven one day. I wil-"

"Yeah, whatever lets just go."

He huffed as they drove off.

 **Thanks for reading, and please leave a review.**


	8. Chapter 7

_Disclaimer: the following characters, with the exception of any oc, belong to marvel_

Monday finally came and peter was currently looking for someplace quiet to eat his lunch. So far the school day had been mundane but seeing the mutants felt awkward when the only ones who knew he was spider-man was laura and jubilee. Maybe jean, you never know with a telepath. He also wondered how kurt hid his appearance.

Peter was excited though, he would be starting at horizon after school. It bugged him knowing that max only gave him a shot out of pity, but he was also proud that he impressed him enough that he could stay. Even as sajani's, as she herself put it, personal lab monkey. He also suspected the parker name had something to do with it.

Living generators, rhino men, psychos playing with his DNA, and secret agent parents. Life really took a turn this year.

Peter looked around to make sure no one was watching and effortlessly jumped over the two floor school and onto the roof. Upon landing he saw laura sitting against the door leading downstairs.

"Hey, I guess my idea wasn't very original." He said and sat beside her.

She gave him an annoyed look. "What are you doing?"

He shrugged. "If we can't be alone ourselves, we can be alone together."

"That defeats the purpose."

"No. if your alone and I'm alone then there is twice as much loneliness."

She glared at his stupidity but he just gave an innocent smile.

"Your still on this friend thing aren't you?" She questioned.

"Why not? The things we know about each other aren't things you just forget." He justified.

"That doesn't mean we need to be friends. If anything it means I need to kill you." She said, hoping to frighten him a little.

He wasn't scared. Peter could tell she didn't want anymore blood on her hands.

"Think of it this way. Wouldn't you feel better knowing that the person who knows so much about you is someone you can trust? Wouldn't you have to get to know me to tell if I can be trusted."

She leaned back against the door. She wasn't stupid. Laura knew he was using her own training against her. And she hated that it made sense, but she didn't like being manipulated.

Peter snapped. "I got it! You can join me."

"What?"

He looked excited. "You can come with me on patrol."

Laura shook her head. "I'm not a hero, and I'm not the best at restraint."

He wasn't deterred. "You got me to help with that restraint thing, and you can help me learn to actually fight."

"Still doesn't change the fact that I'm no hero." She argued.

"I'm an idiot in spandex. You think you would do worse than me?"

She didn't say anything. He sighed.

"Laura I did not have the best first year as spiderman. This power came from a monster who wanted me to be just like him. Instead I followed the philosophy of the man who acted as my father. You can follow a different path than the one the monsters wanted. I'm not saying you need to do what I do, but your not what the real monsters intended and you can do it if you choose to. Since leaving that place, you've had the ability to choose, and you shouldn't be afraid to exercise it."

Laura wanted nothing more than to believe that. He was trying so hard to make her believe, but she needed to know something.

She looked up at him. "Why **do** you do it?"

He went quiet and his eyes grew distant.

 _ ***FLASHBACK***_

They heard a scream. Ben Parker turned to the eleven year old beside him. "Stay **right** here, I'll be right back."

Peter watched him run over behind his glasses. He waited worriedly as the moments went by.

 **BANG!**

Peter startled at the sound and ran towards his uncle. Upon rounding the corner into the alley he saw his uncle clutching his chest on the ground and a man with a gun standing over him.

"Uncle ben!" He yelled and tried to run over.

The gunman jumped and whipped around, accidently pulling the trigger as he did.

Peter cried in agony as his shoulder was hit and he fell to the ground. He looked up and briefly caught the shooter's brown eyes before he ran off. Despite the pain, peter slowly crawled over to his uncle and cradled his head in his lap.

Ben looked up at the boy he saw as a son. "P-peter."

"I'm here ben." He said, trying to be strong.

Ben reaches up and put a hand on his cheek. "You're a smart boy peter, a good head on your shoulders. That's a great power you have. I need you to use that great power to live up to a great responsibility. You're the man now peter, take care of your aunt."

"Please no! uncle ben stay! Please not you two." He begged.

Ben smiled sadly. "Just promise me peter."

"I-I promise."

Ben smiled one last time and peter watched him fade away. He then collapsed from blood loss as a police car pulled in.

A blonde man stepped out. "Stay here gwen, and don't look."

An eleven year old blonde girl looked at him. "Bu-"

"Not buts, promise."

She nodded and the blonde went up to the two on the ground. He ripped off a sleeve and wrapped it around peter's wound tightly, but not tight enough to cut off blood flow.

The girl's blue eyes peaked over the dashboard, despite her promise, and she looked on in pity as her father cradled his body.

 _ ***FLASHBACK END***_

She watched him try and control his breathing as sweat built on his forehead. Laura was too emotionally stunted to have these symptoms, but once in awhile she had her episodes, and so did logan.

He finally calmed down enough to answer. "A good man asked me to be responsible with my power."

She stared at him, wondering how much more there was to him. She also wondered if she could do what he does. Obviously, she had the skills, but was it who she was? Only one way to find out.

Finally she spoke. "I'll go with you...and I'll teach you if you teach me."

This brought him out of his thoughts and he looked up at her with a smile.

 _ **HORIZON LABS**_

Max Modell was very generous. He gave his scientists a budget and let them work to their heart's content, and in this case he had allowed a high school kid to become an intern. Originally, it was so he didn't go through the whole attack for nothing, but the kid proved himself with a few tests in the form of fixing a complex machine here and there. What really got to max was the parker name.

He knew them by reputation as geneticists and having their son here may just be a good idea. He was currently leading peter to sajani to both, Learn from her, and to see if he was patient enough not to strangle her in the first five minutes.

Peter was currently looking around like a kid in a candy store. Everything was so advanced and he found himself looking forward to maybe working here someday.

They finally arrived into the lab sajani was using while her original was in repair. The doors slid open and they found her standing by a table covered with paper, likely notes on current projects.

Max cleared his throat. "Sajani, this is peter, your personal intern."

She looked over at the. "Ah yes, my new lab monkey. Come on then, I have a list of things I need you to do."

She handed him a written list and max leaned over to whisper. "Good luck, this is one of her good days."

He left and peter looked down at the list and noticed it was actually folded. He unfolded it more times than he expected and felt a bead of sweat drop from his forehead at how much was on it.

"She's been working on it all morning. I think having a high school kid be good enough to work here threatens her. She's a prodigy herself you know." Yuri informed him.

She had stayed in horizon while he was at school, waiting for him to start his first day. Yuri wanted to help him get settled here but, though he appreciated it, he asked her to offer as little help as possible so he could do this with his own skills.

He narrowed his eyes at the list.

Fine. He'll play her game.

 _-Coffee_

Peter stood in a line as the man behind him continued to stand too close and the baby the woman in front of him was holding kept smacking him with a rattle.

The woman left and he ordered. When he got the order he made to leave but the man who stood too close was in the way and he spilled the coffee.

He cursed sajani for being picky with coffee.

 _-Organize file cabinet_

Peter sat on the floor surrounded by seemingly endless mountains of papers. He reached for a paper and carefully pulled it out from under a large stack.

The stack wobbled and he held his breath. After a moment the stack settled and he let out a sigh of relied.

Then sneezed. He groaned as it all crashed down around him.

 _-Clean lab equipment_

Peter was wiping down a mechanical arm that sat on a large wheeled base. It suddenly swung at him and he ducked The arm rolled towards him and continued to swing.

He yelled for yuri to turn it off but she was too busy with simulated laughter.

 _-Lunch_

He was making sajani some toast when the toaster started jumping away and he stood there gawking at it.

He reached to grab it but it launched the toast at him and bounced away.

How? He had no idea.

 _-Fix the apparently tampered with toaster_

Peter walked along the halls with a net while ignoring the strange looks he was getting. He heard a tapping noise and turned to see the toaster someone had turned into a prank.

It seemingly looked at him and starting bouncing away at full speed. He ran after it but someone blocked his way with a delivery cart.

 _-Find the guy who delivers mail but avoids sajani_

Peter waved at a young man who was handing out employee mail.

The college kid looked at him and turned away. He began to speed walk as he handed people mail. Peter frowned and tried to catch up. The guy sped up and kept going. Peter sped up and the guy resorted to throwing the mail at people to keep going.

Peter sped up some more and the guy actually started running and throwing mail. Peter glared and the chase was on.

 _-Explain why he tackled the mail delivery guy_

Both peter and the kid were glaring at each other in max's office as he stood arms crossed.

 _-Lead elementary kids on tour_

After a short rundown on what he would do for the tour peter met with the class.

The kids were less than impressed with science and chaos ensued.

 _3 hours later_

Sajani was still working and writing down several notes as her computer ran simulations on how well everything would work.

She heard the doors and turned to see peter trudge in and slam the list down on her desk. He gave her a glare. "Done."

She looked surprised but sajani was a woman who came prepared. She reached into a drawer and pulled out another list, then handed it to him with a smirk. He snatched it and went to work, not willing to let her win.

 _ **XAVIER'S**_

Laura was currently trying to figure out what she would be taking and wearing while on patrol with peter. Its not like she had a stupid costume like his laying around.

She wondered what it is she was trying to accomplish. In the short time she's known him, peter has basically been worming his way in and trying to get to know her under the assumption that it would be good for them. Laura didn't understand how that would work, but here she was getting ready to join him on his ridiculous crusade.

She heard a quick knock and the door opened. Jubilee stepped in with a big grin.

"Great news laura, the professor liked the way you handled everything with rahne."

"So?" Laura asked, uninterested.

"Your joining the team, and we're doing a danger room session right now."

Laura rolled her eyes. "I'm not wearing one of those rediculou-"

She stopped and realized that was exactly what she needed. They would give her a stupid uniform and she could use that for tonight.

 _30 minutes later_

Laura looked at the uniform they were giving her and scrunched her face in disgust. It was a tight plain black uniform. She quickly cut it so her abdomen was exposed and cut off the sleeves so that she could wear them separately.

When she came back out into the danger room logan face palmed, the males gawked and the girls became slightly jealous at the attention.

Logan shook his head and addressed everyone. "Ok, simple team exercise, survive a set number of waves and watch each other's backs."

The danger room changed into a simulated coliseum and several of the enemies the X-men have faced came out, such as, the brotherhood, and the rouge government faction weapon X.

The team charged but laura blurred past them all and viciously began her assault. The X-men watched with wide eyes as she savagely sliced her way around them. When they finally came out of their stupor, they attacked. Or tried to, laura simply beat them to the punch each time and some of the X-men began to get frustrated.

When the session was finally over logan called laura to stay behind.

"The point of that was to work with your team." He told her.

She scoffed. "It's not my fault they can't keep up."

"Laura, not all of them were born fighters. A team looks out for each other."

"I don't need a team, if anything they slowed me down."

He shook his head. "We'll try again another time, but you need to try and work with us."

He left and laura glared at his retreating form and went on her way back to her room.

When she got to her door jubilee was there waiting. "You know he's right, we need to be able to trust each other out there."

Laura didn't say anything and shut the door to her room.

 _ **THE PARKER HOME**_

Peter came in carrying several boxes. When he had finished for the day he had asked max if he could have some of the stuff that was piled up for garbage. Why they would throw away so much useful stuff? He guessed they just weren't as used to improvising as he was.

He found his aunt in the kitchen chopping vegetables. She excitedly put everything down and turned to him with a smile. "How was it? And don't leave anything out."

He laughed and took out an apple from the fridge. "It was great, saw a lot of cool stuff, got to keep some junk I could find some use for, and had an epic battle with a toaster."

She raised a brow. "A toaster?"

He chuckled nervously and scratched his neck. "Don't ask. Anyway I wont get paid until the end of the week but so far everything is great, even if it was just out of pity."

She shook her head at his lack of confidence. "Peter you're a smart boy, don't doubt what you can do."

Peter sighed. "I was unprepared and unqualified, why else would he give me the job?"

"Because he saw your potential." May chided.

He forced a smile and nodded then headed up to his room with the boxes. Upon closing the doors yuri spoke.

"She's right you know. You don't give yourself enough credit."

Peter didn't answer, just got to work on quickly building something for tonight.

 _ **THAT NIGHT**_

Laura stood at the bus stop where she and peter would be making the trip into city. She felt uncharacteristically nervous but had no idea why. She wondered if her inability to work with a team will hinder their progress. She wondered if he would stop trying to be friends if she failed somehow. She also wondered why she even gave a crap.

Her trained ears picked up at a sound most, even with enhanced senses, would miss and she turned to see peter land next to her, not worrying about showing off because the place was dead at this time of night. She stared blankly as he looked at her with a large grin.

They simply stood there and laura finally scowled in impatience. "Well?"

"Well what? Were waiting for our ride." He said.

She shook her head. "No, I brought one."

"What?"

 _30 minutes later_

Peter trembled as laura parked the logan's motorcycle. She turned off the engine and turned to him.

"You can let go now." She said, referring to his arms around her mid section.

He slowly pried his arms off and stumbled away from the bike. Laura didn't get why he was being such a baby, they made good time by cutting through that construction site, and the unfinished bridge, and the perfectly placed ramp that peter swears he saw the guy in the red suit put there.

They exited the empty parking garage and peter grabbed her by the waist and made an impressive jump onto a neighboring rooftop. She glared at him for grabbing her and he backed away with a sheepish smile.

He shed his clothing and revealed the costume underneath it. She removed her jacket and upon turning around peter froze with only one thing in mind.

' _damn'_ He then scolded himself and looked away.

Laura didn't notice this and turned to him so they could get started. Her eyes involuntarily trailed down his form and now that they weren't in the middle of a fight she couldn't stop from noticing how little it left to the imagination.

The costume was still stupid though.

"Now what?" she asked.

He handed an earpiece and she put it on without question, already expecting him to elaborate.

"I don't think I've introduced you to yuri yet."

"Hello miss kinney." Said a voice and laura gave him a questioning look.

"She's an A.I. that I created to help me out. If anything major happens she'll lets us know. For now we just patrol the streets." He explained.

Laura nodded and they went on their way. She refused when peter offered to carry her. Said refusal was in the form of unsheathing her claws and shooting him a glare. He decided not to swing and even turned their run along rooftops into a race. She said she wouldn't participate in such childish games but did put in some effort since she didn't like the idea of losing to him.

They finally stopped when peter noticed someone needed help.

"-a left and just go straight from there." Peter instructed an old woman.

She thanked him, gave a small pinch to his cheek and went on her way. He turned to laura proudly. She just gave a blank stare.

" **This** is what you do?" She asked in disbelief.

He rubbed his neck nervously. "Not **all** the time. Some nights are quieter than others." He defended.

"One time he held a woman's baby while she was on the phone. It vomited all over his suit." Yuri told laura.

"Yuri!"

Laura couldn't stop the snort of laughter that escaped her. She froze when saw realized it and peter smiled behind the mask. He decided to change the subject so she wouldn't retreat from expressing herself.

"Alright, there might be something more serious going on so let's get a move on."

"There is actually." Yuri cut in. "Bank robbery was called in, the description suggests more enhanced."

Peter had asked yuri to watch for more threats of the meta or enhanced variety since dealing with the rhino. So far there hasn't been anything until now and peter hoped it was just that kangaroo guy he heard about.

Laura heard yuri two and they both took off, following the directions yuri gave them. They arrived to see the large bank surrounded by the police. Likely a hostage situation.

They made there wall through a window along the side of the building. Laura used her claws to climb in and peter pouted at seeing her do his thing.

Laura made her way behind a pillar and peter crawled along the ceiling to survey the situation. They saw six men, all were armed and wearing cliché ski masks.

He gestured for her to defend the hostages that were lined up on their knees and he moved to distract them.

Spider-man dropped in the middle of the large bank. "Bank robbery? People still do those?"

They all turned t him and gasped while one yelled. "Holy shit! Your real?"

He backed up in fear but one pushed him forward. "He don't look like much, he ain't even armed. Just an idiot in a clown suit."

Peter groaned. "What do people have against the suit? Didn't captain america wear these colors? You don't see him getting mocked."

"He didn't look as stupid as you do." A voice said from behind the thug who spoke.

He turned but found his gun sliced in half and a pair of claws were jammed into his thigh. Peter grimaced but was thankful laura didn't hit anything vital. He was about to jump in and help, but his spider-sense went off and he jumped out of the way of a powerful shockwave.

He turned to see… "Uh, quilt man?"

The red and yellow man snarled, raised the gauntlets mounted on his wrists and fired again. He jumped but ended up in the path of a second blast. He went flying and crashed into the wall with a loud crash.

Laura slammed a thug down head first and looked up in time to see spider-man fly into the wall. She was about to move in and attack but spider-man stopped her.

"Protect the civilians, I got mister plushy." He yelled and jumped out of the wall.

Laura begrudgingly did as he said. She released her left foot claw and sent a kick backwards into a thugs own foot. He jumped and held it and she punched him off his feet, careful to put her claws away first.

The three remaining thugs circled her and fired at one, she rolled out of the way and they hit each other, luckily for them no where important.

"NO! LET HIM GO!" A woman yelled as the one laura had stabbed in the thigh ripped her ten year old son away from her.

The thug kicked her away and pulled the kid close, putting a gun to his head as he did. "Back the hell up you freak! I'm getting out of here and your not doing anything about it or I blow his head off!"

Laura glared. She may not be the best at emotion but she wasn't heartless. She didn't want the kid to come to harm.

Peter was still jumping around trying to get close but the shockwaves kept coming randomly and wildly.

"So what do I call you? Can I call you plushy the huggable rapscallion." He said as he shot a web ball.

The man rolled out of the way. "Name's shocker bug, and don't you forget it."

"Shocker bug? Ok I give you points for originality, but it's still stupid. What cuddle bug wasn't menacing enough? And that outfit. Grandma sew it for you?"

Shocker growled and kept blasting until he accidently shot near the thug's feet. He startled and laura took the chance to attack. She swung her claws and severed his hand. He screamed and the boy ran to his mother.

"YOU BITCH! AH! MY ARM!" He cradled his bleeding stump on his knees and laura simply finished him off with a punch.

She then had to resist the urge to instinctively release her claws when the mother suddenly hugged her. "Thank you! You saved my boy, he's all I have left thank you!"

She was stiff until the women let go and the civilians made a run for it while spider-man dealt with shocker. She stood there wide eyed for a moment before coming to her senses and going to help peter.

He swung onto a pillar. "Any ideas yuri?"

He jumped to avoid another blast as she answered. "I can't finf anything on the gauntlets but from a glance I suggest cutting off the air supply."

"I just need an opening." He murmured.

Laura suddenly charged at shocker and he turned to her in panic. Peter took the chance to web the gauntlets and when shocker fired at laura they exploded. She finished him off by slamming his head into the ground.

Peter looked around. "That was easy."

She had to agree, it was over fairly quick. Laura watched peter web any wounds she inflicted. He flinched when he saw the one who was missing an arm but didn't say anything. When he was done they heard the police enter and raise their guns.

Peter felt his spider-sense go off and out of habit blocked a bullet the almost hit laura and it hit his shoulder from the back. He gasped in pain but grabbed laura and jumped put the window. He had seen her ready to lunge at the police when he was hit and risked grabbing her despite her earlier warning.

He landed them on the building beside the bank and laura scowled at him. "Why did you do that? I would have healed."

"Force of habit." He grunted out and held his shoulder.

Luckily his density kept bullets from going in too deep, though they did go in a bit. And it hurt. A lot.

Laura shook her head. "I think we should call it a night."

He agreed and they made their way back to westchester.

Half an hour later they arrived at xavier's.

"Well, I should go." Peter said but laura stopped him.

"You need to have that shoulder looked at."

He raised a hand. "It's fine, I heal pretty quick two."

He made to leave but laura gave him a look that left no room for arguments. After wiping logan's bike down with a greasy rag to mask their scents, they climbed up into her room. He waited there while she grabbed a med kit.

"Take off your shirt." She said upon coming back and peter reframed from making a joke.

He slowly pulled it off, hissing in pain as he did. When it came off laura stared slightly wide eyed. His whole visible body was littered with various scars. Some she was able to identify as gun shots, knives, and even explosives, likely a grenade.

She didn't know that last one was a pumpkin bomb.

Peter started to feel a little self conscious under her gaze and rubbed his neck nervously. "I had a rough first year."

She nodded and helped him clean the wound.

"So how was it?" He asked.

She was silent for a moment. "It was…new. Not bad, but I don't think it's for me."

He shrugged, though regretted it. "That's ok. You did good though, saved a lot of lives in there."

She finished and sat on her bed. "Doesn't change how many I've taken."

"Nothing will, but your still a hero in your own way." He said.

"I'm no hero." She argued.

He sighed and sat beside her. "You know, my aunt once said that a hero is someone who teaches us to hang on **just one** second longer. Someone who keeps going. And that's the thing about a hero and a villain in any story. They either hold on or they don't."

She looked at him intently as he continued.

"Both come from pain. The villain becomes broken and corrupted by it while the hero keeps pushing and comes out better. You've suffered more than anyone I have ever met, and I don't know everything about you just yet. I wish I had half the strength you do, because if I was where you were…I don't think I could hold on."

He got up. "After everything your still trying to be better, tonight alone proves it. If you wont see yourself as a hero…" He slipped on his shirt and walked to the balcony. "…just know that your at least my hero."

With that he slipped on his mask and jumped off the balcony. Leaving a stunned laura.

 **Ok I'm not too good with the mushy stuff but oh well. Leave a review and let me know how I'm doing.**


	9. Chapter 8

_Disclaimer: the following characters, with the exception of any oc, belong to marvel_

 _ **THE PARKER HOME, 6:00 AM**_

Until the end of days, peter will forever deny the very girlish yelp that escaped him as he tumbled out of his bed in surprise. Laura sat at the foot of his bed with a mostly impassive look on her face, but had a small smirk at having startled him. He stayed on the floor and just wrapped himself in his blanket.

"I don't know how you found me or what your doing here, but I'm too tired to guess."

She crouched down to face him. "You left your earpiece with me and I asked yuri. She was very eager to see me disturb your sleep with a bucket of water."

"Traitor."

"I play for the winning team, slinger." Yuri said.

"So why wake me?" He asked.

"You asked for help training, now we start. Get up." Laura said.

He cracked an eye open and glared. "Make me."

She smirked and yuri gave that simulated chuckle.

 _A bucket of cold water later._

They had made their way into the forest surrounding xavier's and now that peter wasn't still half asleep, he seemed pretty excited. He was jumping and crawling along trees and the ground. Laura wondered if he was actually part spider and if he had to control his baser instincts like she did. He was in black sweat pants and a white shirt. Laura herself wore a similar outfit.

She watched him closely as his words from last night lingered in her mind. He saw her as someone to admire, and that mother had been grateful instead if afraid. She had convinced herself that she could never be or do these things, and both idiot in spandex and jubilee seem intent on changing it. His words had kept her up all night because she didn't understand, and she didn't like not understanding.

Peter for his part, meant every word. since first meeting her at school, he had seen that haunted look in those eyes. Those eyes just had a strange effect on him and they made him feel less alone. Everyone has their own hell, but some just don't recognize any beyond their own and end up without someone to relate to.

They finally reached a clearing and laura spoke. "I've noticed you know some basics, where did you learn that?"

"Ever heard of daredevil?" She shook her head. "He's another vigilante, taught me some stuff last year."

She nodded. "First you need to learn to control your strength."

He looked confused. "Don't I already?"

"No. you hold it back, and therefore hold yourself back. You need to be able to gauge how much is necessary instead of being paranoid and holding back too much. I saw you hit the rhino. At first you did nothing to him, then you began to stagger him, towards the end you sent him flying and knocked him out in one punch."

He nodded and she pointed at a nearby tree. "Hit that as hard as you can."

He turned to it and sent a punch that only cracked the trunk. She scowled. "I said as hard as you could, no holding back."

He looked hesitant. He know he could kill an average person with nothing more than an uncontrolled tap. Going all out was something that he feared doing and laura could see that fear clearly.

She sighed. "Peter their trees, nothing is in that direction except for a cliff. Doing this will help you avoid hurting someone too much without hindering you in a fight. Can you…trust me?"

Laura surprised herself by asking that and he stared for a long moment. She wondered what he would say to that. when he finally nodded, she felt herself release a breath she didn't notice she was holding.

He took a deep breath and raised his fist. Pulling back as far as he could, he sent a powerful punch. The tree splintered before it could even fly. The force traveled through the ground and formed several cracks under their feet and a few surrounding trees broke from their bases and fell to the ground.

Laura staggered as the ground shook and peter flinched at the sound and the damage he caused. She regained her balance and saw how petrified he looked. Much like herself, he seemed to fear what he was capable of. She put a hand on his shoulder and gave him a reassuring look, at least as much as she could muster.

He nodded and she actually felt for him. Even then, she could tell he held a little back. He feared the very idea of causing harm. She found it…noble.

Neither was aware of the girl who peaked her head from the ground.

Kitty had noticed several trees falling and went to investigate. Staying phased into the ground to avoid attention and leaving her scent, she watched as laura continued her lessons in measuring his strength. After several more trees fell she made her way back. She panted as she entered trough the front doors and scott, ever the early bird, walked in.

"Kitty? What's wrong?"

"I ***pant*** just saw laura and peter ***pant*** punching trees." She said, out if breath from running and using her abilities.

"…is that a euphemism?" He asked in confusion.

"No!" She corrected frantically, fearing laura's wrath. "I think peter is a mutant."

His face became serious behind his red glasses. "I'll bring this to the professor."

Meanwhile, jubilee sat with logan in the kitchen. She let out a frustrated huff. "I just don't know how to get her to trust me."

Logan didn't even turn to her as he made himself a sandwich. "Just give it time, and she'll come around."

She groaned and threw her head back. "I have, a whole year actually."

Logan let out a sigh. "She isn't going to get over anything overnight, just be there and eventually she'll get used to it."

Jubilee pondered this. After having her family killed by men who confused them for another family, logan had been something of a father to her. The fact that laura didn't see her as a sister upset her slightly. Its not like she could blame her, but it still sucked and she wanted to try and be closer to her.

When she first heard about laura, she went to go meet her. There was some confusion and jubilee ended being attacked in suspicion.

She sighed and figured logan was right. Time was what they needed.

 _ **3 WEEKS LATER, BAYVILLE HIGH**_

Since that first day of training laura and peter have been meeting every morning to continue. He honestly enjoyed it. Laura tended to be competitive and peter was a quick learner so the sparring got pretty intense.

Laura had also been using these sessions as training. Being in charge of someone else's progress had helped her develop the ability to watch her allies and slow down for their sake.

Currently both sat at their spot on the roof, crossed legs and trays of food on their laps. Peter suddenly brought something up. "Have you noticed something weird about shades."

She figured he was referring to scott. "No. Why do ask?"

"He's always…watching me." He said with a shudder. "He thinks it's subtle but my spider-sense always lets me know."

She had learned of his spider-sense during their second day and they experimented extensively by sparring with a blind fold. Peter was beginning to use it as a radar that would map out a small area and highlight any threats. It proved useful in avoiding a skunk the other day.

"Did you do or say something stupid?" Laura asked.

He looked offended. "Why are you so sure I did something?"

"You have a habit of being an idiot." Yuri said and laura nodded.

She had taken to wearing the earpiece around peter. Yuri had attitude and laura respected that.

"Well no, as a matter of fact I didn't…I think."

Laura just shrugged. "Ask him."

"Nah, that would be awkward." He said.

"Your always getting in awkward situations." Yuri reminded.

"Yeah but even I have my limits."

"With that mouth of yours, you'd think otherwise." Laura said.

"Is no one ever on my side?" Peter groaned.

"No." Laura and Yuri said together.

He stuck his tongue out at her and she rolled her eyes and threw a pebble. He gagged when it hit his tongue and a chuckle escaped her.

It didn't even surprise her anymore, small things like that kept escaping her around him and jubilee. She found herself not minding. His and jubilee's efforts seem to have started to take effect.

 _ **XAVIER'S**_

Charles had just stopped his search for peter parker via cerebro and after trying time and time again, he still hadn't found anything. He had made sure to have kitty keep it to herself as him and his staff looked into it. So far the boy somehow remained undetected and he didn't want to meet until his abilities were identified. He exited the chamber and saw logan waiting for him.

"It would appear I'll have to do this in person. I would ask laura but who knows why she's been keeping it to herself. It may be best to see peter himself."

Now logan could correct this, but he didn't for three reasons. One, it wasn't his secret to tell. Two, he wanted to see if peter would take the offer. And three, A good laugh.

Logan smirked. "Want me to come with?"

Charles smiled. "Much appreciated logan."

They went on their way to find his address.

 _ **HORIZON LABS**_

Peter stared down the mail delivery boy from across a wooden table where only a single light shone down on them. The boy slowly reached into his vest and pulled out a stack of mail tied together in a bunch.

He set them on the table and carefully slid it over. Peter made sure his hand was fully removed before he reached for it and tucked into his own pockets.

They stared at each other with narrowed eyes for a moment, before nodding and going their separate ways.

They still had issues.

He made his way to sajani's office and handed her the mail. "I won't be needing you for the rest of the day, you can head home early."

"oh…uh, thanks."

"That was new." Yuri said.

Though she wouldn't admit it, the kid really did have potential and sajani decided to take it a bit easier on him. She even started letting him observe some experiments.

 _1 hour later_

Peter made his way onto the porch of his and his aunt's two story home and reached for the knob. However, laura's training kicked in and he sensed five people. Four more than there should be.

He opened the door and acted oblivious. "Hey aunt may, how was your shift at the hospital."

"It was fine dear, but I have good news. You've been invited to a school for the gifted." She said excitedly.

He turned. Oh shit.

There in his living room was charles, logan, scott and jean.

He decided to play dumb. "Really?"

Charles nodded. "Yes indeed, we believe you would benefit greatly from being among 'like minded' young people."

"How do you get into these things." Yuri said in an exasperated tone.

Logan heard her but wasn't really paying attention. He was too busy with the pie may gave him. It was damn good pie.

"You go there?" Peter asked scott and jean.

As they began to talk, charles tried to get in his head and find out what his abilities were, but a strange static, that reminded him of those spider creatures that attacked them, kept him out.

 _ **ELSWHERE**_

A teenager with silver hair and blue uniform impatiently followed a large hairy blonde who was sniffing around.

"Come on snoopy, can't you sniff faster." The silver haired one complained.

The blonde growled. "We'll find the spider when we find the spider, now shut the hell up pietro."

"Be patient brother." Said a girl in a red suit with armored corset and high boots, also wearing a red cape and a crown like object that didn't obstruct her auburn hair.

"But he is soooooo slow." He groaned.

"Maybe if you got your nose out of magneto's ass you could do the tracking yourself." Victor Creed mocked.

Pietro moved towards him but scarlet energy held him back. "That's enough! Do your jobs, I want to find spiderman by the end of the day and I wont have your bickering slow me down."

"You sound unusually eager, sister." Pietro said with suspicion.

"Just do your job." Was her only reply.

She walked away from them as her mind wandered.

Wanda Maximoff didn't remember much, but there was a certain memory that stuck out for her. She had seen an eight year old peter parker move into the house next to her while she was living with a woman who's name she didn't even remember. At the time she wondered if his parents left him two. Her father had taken her brother when her powers manifested early on but seemed uncontrollable and he simply left her. Some time after this, she remembered watching him as he sat sadly on his porch after Flash Thomson broke his glasses.

She mustered up the courage and went over to him. He was confused at first but it ended with them having a fun day together. She used her abilities to make objects fly around and he was more amazed than scared of her, which at the time meant the world to her. She felt less alone and at the end of the day, she had him promise to be her friend. Even did what her younger self saw on tv and kissed him.

Her memories get foggy after that. All she knows is that some time after that she ended up in an asylum. That memory was one of the only things she managed to hold onto.

When her father took her out two years ago to make use of her powers, she went back last year when she finally got the chance. What she found was spider-man climbing into her old friends window. In surprise, she left with the intent to come back the next day.

When she did, she found him kissing the red head that lived in, what she assumed was, her old home.

Enraged by this, she left again. Afraid that if she confronted him, she would do something she would regret. She hadn't gone back until she saw him stopping that bomber on the news and upon returning, found he no longer lived there.

Now, she intended to find him. She intended to take him back. By any means necessary.

 _ **THE PARKER HOME**_

Peter had no idea what to do. It was too late. The professor had fully explained what the school was. Fully. As his legal guardian, charles felt she should be aware.

May was silent in shock and logan simply smirked behind the pie he was still eating. He accidently let out a snicker and everyone turned to him, peter with a scowl.

"Remembered something funny." Was his only explanation.

May looked at peter. "Is it true? Are you a…mutant?"

Peter was quiet and yuri spoke. "You can't seriously still consider lying, can you?...oh who am I kidding, your that stupid. Only one way out then."

She offered him an explanation and in his panic, he took it. "Yes. I am. I didn't want to say anything, I didn't know how you would react."

He and yuri figured they could at least hide spider-man. Being a mutant was just being different, being spider-man meant constant danger and he didn't want to worry may. Plus he could just decline the offer again and never-

"Your going." May said. "I can't take away your chance to learn with and be around people like you."

He panicked. "No no no no, it's fine. I'm okay, just some extra strength and agility nothing to worry about."

"Kitty also mentioned sticking to trees." Scott said, and peter groaned.

"Peter, it's okay. You wont have to be alone anymore." She said. She then stared to cry a little. "Is this why your out all night? Coming home with cuts and bruises? Because you feel alienated? That you feel you need to do things that you shouldn't to cope?"

"What?! No, aunt may, it's not like that. I really am just clumsy." He told her.

"At least that isn't a lie." Yuri said, and logan barked a short laugh.

They turned to him and he shrugged. "Remembered something else."

Peter shook his head and continued. "I can't just leave you here aunt may."

She was about to argue, but jean spoke up. "Actually I don't think the professor would mind accommodating you both."

Charles smiled and nodded. "You wouldn't have to work either, we could always use the help with the students and an experienced guardian would be very helpful."

That actually made peter pause. He didn't like how they were running her ragged at her nursing job. But he wasn't a real mutant, he wouldn't be able to keep up the lie forever.

"I…can I just think on it?" He asked tiredly.

The professor nodded and the mutants made their way out, logan took a slice of pie for the road. When they were gone may turned to her nephew. "So...what can you do?"

He hesitated. "I'm just strong and fast, agile two."

"And stick to things?"

He sighed, hoping she wouldn't make a connection. "Yeah."

She then stood up with a hand on her hip and fixed him with a stern look. "Then why did I bother hiring movers?"

He face palmed and yuri gave a simulated chuckle in his ear.

 _ **XAVIER'S**_

Laura had four people who weren't afraid of her. Three were jubilee, logan and peter. The fourth was a recent addition to the mansion in the form of rahne sinclair.

The thirteen year old had constantly expressed gratitude and often hovered around her. She also happened to be very religious and logan informed her she prayed for her before going to bed. Normally laura would simply not acknowledge any of this.

But she was **always** around.

Apparently she saw their similar feral natures as a reason to make her a role model. Laura found it laughable, her of all people, a role model. It was ridiculous, but that didn't stop rahne.

Currently laura was ducking out in the danger room, as warren was trying to talk to her earlier, and she wanted to avoid him. Jubilee said he wasn't a bad guy, just had a weakness when it came to girls. Laura reluctantly agreed a little, but still saw him as a smug jerk. Maybe in another life she would consider it, but sure as hell not this one.

As she fought simulated facility soldiers, rahne carefully observed and mimicked her without changing her form. It was pitiful, but laura was slightly impressed by her efforts.

Laura slashed a soldier and kicked another in the neck with her foot claw. She spun herself and slashed wildly at two more that came on either side of her.

A few converged on rahne and she tried similar maneuvers, but a lack of claws and experience made it less effective. Still, laura would admit she had potential.

The session ended abruptly and one simulated soldier remained. It stood at attention and spoke to a confused laura in a dramatic voice.

"Message from the spider of New York. The Presence of Laura Kinney has been requested at his humble abode."

Laura raised a brow. "Yuri?"

The voice change as the soldier faded. "Yep, he got himself in a mess and he wanted to see you."

She rolled her eyes and went to see what the idiot got himself into, leaving behind a very confused rahne.

 _ **ELSEWHERE**_

Wanda watched as victor sniffed around the suburban neighborhood. Pietro rapidly tapped his foot as he waited. He wasn't the only one losing patience as wanda was eager to find him before her father found out she lied about him giving them this mission.

Pietro suddenly appeared by her side in a blur. "Why did father send us to do this? Didn't he give up with spiderman?"

"He changed his mind." She replied shortly.

He narrowed his eyes. "Father never changes his mind."

Wanda scowled. "Are you questioning his wishes?"

"N-no." He said simply.

Victor scoffed. "He doesn't have the stones."

Pietro sped over and punched him into a fence. Victor got up and roared as he lunged at him. Suddenly both were lifted by scarlet energy and turned to face an angry wanda, who had an insane glint in her eyes. She choked them as they hovered closer.

"I do not have the patience for this. We are here to find someone and that is the only reason. Stop with your petty arguments and bring me my spider!"

Pietro choked as he spoke. "Y-your s-spider?"

She suddenly dropped them and they gasped for breath. "Just. Find. Him."

As they caught their breath, victor and pietro turned to each other, realizing something wasn't right.

 _ **XAVIER'S**_

Charles had just arrived with the others after meeting with the parkers. He still had no explanation for why cerebro was unable to find him, or for that strange static. He could have pushed into his mind, but didn't want to pry or make him feel threatened.

Logan suddenly unsheathed his claws and growled.

"What is it logan?" Scott asked.

"Magneto." Jean answered.

They looked up and saw him float down on a metal disk with the green skinned toad. He looked down at the wheel chair bound professor.

"Where is spiderman?!" He demanded.

"Eric, I don't know why you want him or why you think we know where he is, but leave him be." Charles implored.

"I don't want that insect! I want my daughter!"

"What does the webhead have to do with her?" Logan demanded.

"She fooled her brother and that idiot sabretooth into believing I sent them to find him. Toad heard her give them the orders."

The metal bound toad gave a sheepish smile. They were unaware that rahne was listening nearby. She remembered the message laura got and realized the spider of new york was the spider-man. Knowing she might be in trouble, rahne changed her form and roared as she charged past the surprised mutants.

She followed laura's scent at full speed, intent on repaying her debt.

 _ **THE PARKER HOME**_

Peter sat at his desk, examining a device he had just finished adding to his web shooters. It was a small battery like device that sent an electrical charge through a webline.

"Hey." He greeted without turning.

Laura frowned as she came in through the window. Her training had been making it increasingly difficult to sneak up on him. She didn't whether to be proud or annoyed.

"What did you get yourself into?" She asked, not wasting any time.

He sighed and ran a hand through his hair. "Apparently kitty saw us and now the professor thinks I'm a mutant and my aunt wants me to go to his school."

Laura rolled her eyes. Of course it would be kitty. "Why not just tell the truth?"

He shook his head. "I can't, being a mutant is one thing, being a vigilante who constantly goes into dangerous situations is another. I'd give my poor aunt a heart attack."

That was something she noticed about him. Anything went wrong and he blamed himself. Years of doing this has apparently made him paranoid.

"Your blowing it out if proportion."

He slumped into his chair. "She would never let me keep going."

She shrugged nonchalantly. "Then don't, it's not your job."

He looked up at her with eyes so lost, she wondered if he realized no one was making him do it.

"Peter, it isn't your fight. Why even do it." She told him.

He got up and sighed while running his hands through his hair. "I don't, who will?"

"It doesn't need to be you." She argued.

"I cant, I cant just look the other way. I cant just ignore the responsibility that comes with this power I have."

Now, she was getting worried. He really seemed to believe he had no choice. His guilt complex was worse than she realized.

"The world doesn't work like that, peter. You cant just take all that burden on yourself." Yuri tried to convince him.

It wasn't the first time she had said this. Over the time of becoming his partner, yuri has tried to keep him from running himself into the ground. Even going so far as to not tell him about crimes she felt didn't need him specifically.

"I just cant." Was all he said.

"Well we need to figure something else out if your aunt keeps insisting." Laura changed the subject.

He jumped on the ceiling and began pacing. "Well they know some of what I can do, maybe I could convince her that I have it under control and going wont be necessary."

"Why not just go?" She suggested.

"I'm not a real mutant, I wouldn't be able to hide much living with telepaths." He corrected.

"Maybe just tell her? it's going to happen someday, why not do it on your own terms." Yuri suggested.

Before he could answer, laura groaned when she caught a scent and a furred face peaked through the window. Peter yelped in surprise and he fell off the ceiling.

May heard the noise and came up. She opened the door and froze at seeing a girl she didn't know and a werewolf in the window.

Rahne changed back into her human form, wearing a white and green X-men uniform. She gave a sheepish smile and wave.

May shook her head. "I haven't said this in years, but I need a drink."

She closed the door and left. Laura turned to rahne. "Why are you here?" She hissed.

"I heard magneto come to the mansion." She said in her thick accent. "He said his daughter is looking for spiderman."

Peter got to his feet. "Why his she looking for m-I mean him."

Rahne turned to him in slight awe, having heard of his exploits. "That's him?"

They suddenly heard a bang and may screamed. Peter moved instantly and made his way downstairs. He saw a hairy large blonde in the doorway and peter batted him away with a fist. The guy flew outside where wanda glared at him.

"Did I tell you to attack?!" She yelled in rage.

"Aren't we here to capture him?" Pietro asked.

"No, we're not here for spiderman." She finally admitted.

The two took this to mean there was no spider-man. Pietro shot into her face. "Then why are we here!"

"For his tracking and to keep your brown nosing from messing up my plans."

She lifted them and tossed them away, then made her way inside. She found peter standing near his aunt in the living room with laura and rahne. She ignored the two xavier students and her face broke out into a wide smile when she saw peter.

Peter stared at the admittedly attractive girl but remained protective near his aunt.

Wanda approached him and suddenly wrapped her arms around him. He became confused.

"Uh…What?"

She continued to hold him. "Finally, the one good thing I once had, your mine again."

"Uh, what? Do I know you?" He asked.

Laura glared viciously at wanda, while rahne and may watched in confusion. Wanda removed her head from his chest with a look of hurt.

"You don't remember me?" She asked, and peter didn't like that wild look in her eyes.

"Should I?"

Apparently this was the wrong thing to say because she began letting out scarlet energy. "Should you? You promised me! You told me you would stay with me!"

She shoved him away angrily.

"I thought you just couldn't find me when I was in that place! This whole time you simply forgot?!"

Her voice grew quiet and pleading. "You were my first friend. Our time together was the only good memory I have. Please, you cant tell me that meant nothing."

She was now holding him by the shirt and his spider-sense was beginning to go off on painful levels.

He grabbed her hands and carefully pried them off. "Ok, just tell me your name, and we'll start from there."

As he spoke he gestured for them to go out the back door and rahne grabbed may. Laura stayed behind as he tried to talk her down.

"How can you not know?! That day meant everything to me!" She yelled in such a hurt way that peter felt guilty.

He knew she was likely to explode, and was very unstable, he couldn't fight her in a suburb like this. Some neighbors had already come out to see what caused the commotion and he didn't have his costume on. He had to play along.

"Ok, don't tell me, I know it, I know it-"

"It's wanda!"

"Is it wanda?" He asked.

She nodded, not noticing the deception in her crazed state.

"Wanda!" He fake cheered and she jumped into his arms again. He looked at laura and tapped his ear.

She nodded and went upstairs to get his suit while yuri tracked them.

Wanda smiled. "You remember."

She then surprised him by kissing him fiercely and laura paused on her way. She glared but went on with her task.

Peter was trying to think of a next step of getting her to calm down as wanda broke the kiss and grabbed his hand.

"We need to leave before my father comes." She said as she dragged him out.

"Who's your father?" He asked.

"Magneto." She said, like it was no big deal.

' _This just keeps getting better'_ He thought sarcastically.

Up in his room, laura grabbed his backpack. "Can you track them, yuri?"

"He already activated a spider tracer, I have access to stark satellites, anywhere they go, I'll know." She answered.

"Good." Laura said and ran out to find rahne and may.

May immediately questioned her. "Who was that? Why did she want peter?"

"I don't know, but I'll find out." She assured. "Take her to the mansion rahne."

The girl nodded and led her away. Laura climbed into logan's bike, which she had taken again, and had yuri lead her towards peter.

 _ **MEANWHILE**_

He felt like an idiot just floating around like a limp bird as he was carried by scarlet energy.

Where? He didn't know.

"So, where we going?" He asked.

She smiled at him. "Nowhere in particular, just away."

He gave a nervous smile. "Ah, an adventure then."

He looked down and saw a silver streak following them. It suddenly shot up the side of a building and grabbed him. Peter saw it was a silver haired kid.

"Traffic in the air? Man, new york, am I right?" Peter joked.

The kid just scowled as they fell in range of a building and he ran them down the side and into an empty baseball stadium. He threw peter and he rolled a bit.

"Who are you?! And what are you doing with my sister?!" Pietro yelled.

Peter groaned as he got up. "Eloping apparently. You want to stop us? Be my guest."

Pietro glared and prepared to move, but wanda lifted him and smashed him down. She landed in front of him with a scowl.

"You would dare hurt my peter?" She asked in a warning tone.

They heard a motorcycle and saw laura arrive. Peter sighed in relief as she came up and handed him his backpack.

"Why do you always get into these things." Yuri asked rhetorically.

"Because he's an absolute idiot." Laura told her.

"How is this my fault?" He argued.

He turned and figured he needed a chance to change. Peter discreetly shot a web into pietro's face and turned to laura "Keep wanda busy."

"How? She's after you." She said.

She was surprised when he pulled her close by the waist. "Hey wanda!"

She turned and peter kissed laura deeply. Her surprise melted away as both momentarily lost themselves, closing their eyes and leaning into it further, but laura regained her senses and shoved him off.

"What the hell are you doing." She growled.

He gave a sheepish grin. "Be right back."

He ran off and laura turned to see a **very** upset wanda. "Shit."

Pietro was zooming around trying to get the webs off, until he vibrated enough to weaken the bonds in the webbing. He glared as he looked around for peter.

Spider-man suddenly landed before him. "So, what do I call you? The whizzer?"

"Where is he?!" Pietro yelled angrily.

"The kids gone, why? You planning a bachelor party?" Spider-man ordered.

Pietro shot forward and before he could react, a fist collided with his face. It didn't end there as serval began hitting him from every direction.

Spider-man punched the ground and pietro lost his balance, he was sent flying by his own momentum. He landed on the ground and peter covered him in a thick layer of webbing. He quickly landed a final punch and knocked him out

Peter turned to see laura avoiding blasts from wanda. He raised a hand and fired a web. The line connected to her chest and she followed the line to him.

The look of hurt she had made him hesitate for a second, but only for a second as the web lit up and electrocuted her into unconsciousness.

He sighed in relief, but it was short lived as him and laura found themselves lifted by the metal they had, on his wrists and her bones.

Magneto, sabretooth, toad, and the blob all came down on metal platforms. Pietro had sped over to inform him of the situation, before confronting her himself.

Magneto looked at spider-man. "Where is the boy she was after?"

"Gone." He answered.

He stared for a few moments until he dropped unceremoniously to the ground. He made to grab wanda but peter removed his web shooters and got in the way.

Magneto raised a brow. "What is the meaning of this?"

"This girl needs help." He said firmly.

Laura stormed up to him and hissed. "What are you doing?"

"I let her down somehow, and I need to know." He told her, and she could hear the guilt practically oozing from his words.

She rolled her eyes. Magneto hovered forward. "And you believe yourself more capable of giving it than I?"

"No, but the X-men can. Which is where she needs to be."

Magneto dropped to the ground and walked up to him. "That is my daughter."

Peter leaned forward into his face and growled. "Some father you are. The girl is unhinged and you obviously haven't done much about it."

Everyone else watched the confrontation closely, wondering how this would go down.

Magneto really considered skewering the spider, but he was not completely heartless. She was out of control and maybe charles could piece together her fractured mind. Besides, she was of no use to him like this.

"I will return for her eventually." He said viciously.

"And I'll be there to make sure you respect her choice." Peter snapped in return.

Magneto grunted and the brotherhood went on their way, grabbing the unconscious pietro on the way. Peter sighed and laura patted his shoulder…then punched him the gut.

He gasped as he dropped to his knees and yuri gave a simulated laugh in his ear. "Ok…I deserved that."

She glared down at him. "Damn right you did."

He stayed down there, panting as he recovered. They heard a noise and saw the blackbird. Peter whistled, having never seen it before. He quickly ran off to change.

Laura looked down at wanda and scowled, then walked away towards the jet. The ramp lowered and May climbed down immediately, followed closely by scott, jean, bobby, and kitty, with ororo piloting the jet.

"Where is he?" She asked laura worriedly.

"Here!" Peter yelled as he came up with his backpack on and wanda in his arms. "I'm fine. I actually got to meet spiderman."

"Your going to fan boy over yourself?" Yuri asked and laura snickered.

"Did that menace hurt you?" May asked innocently.

Laura couldn't stop the snort of laughter that escaped her and quickly clamped a hand to her mouth.

"Aunt may he saved me" He argued.

She shook her head. "Regardless, we need to go and salvage what we can from home."

Peter shifted wanda in his arms and looked at her in confusion. "Salvage?"

Scott came forward and took wanda as he explained. "Magneto trashed it looking for wanda."

"Your moving in!" Kitty exclaimed excitedly.

Peter and laura face palmed.

 **Let me know how I did.**


	10. Chapter 9

_Disclaimer: the following characters, with the exception of any oc, belong to marvel_

 _ **LAURA'S ROOM**_

' _They sat on her bed. Peter ran his hands down her sides and she gasped as he trailed kisses down her neck. Her hands rubbed his chest and slowly inched down towards-'_

Laura shot up in surprise. "what the hell!?"

Laura sat wide eyed and stunned at the strange dream she just had. Normally her dreams were just nightmares or memories of the facility. But this was a whole new level of disturbing.

She just sat on her bed as her heart beat loudly. She trembled at the ghost of his touch and had to fan herself from the warmth of her blushing face.

Laura didn't blush. She was not made to feel such things. But once again, she found herself acting out of sorts, and once again, because of that idiot.

She sighed when the strange symptoms subsided.

She got up and put on some blue jeans, a black shirt with a star on it, and her black boots.

Laura caught her reflection in the mirror over her dresser and groaned. Her face was still a bit red.

She had no idea why it happened, but she knew that no one could know.

 _ **PETER'S ROOM**_

He had just finished the final touches to a small red box that was about the size of a phone. It was meant to house yuri so that she wouldn't have to remain scattered across several spaces like she usually is.

"Ok my wonderful A.I. sidekick, hop in." Peter told her.

"Ignoring that sidekick comment, here I go." She replied.

The box lit up with a blue light for a second, signifying yuri had entered.

"Ah yeah, that's better. Wow I don't think I've ever felt so whole."

"Great. Sorry I took so long though. At least now you'll physically be with me out there."

The box was made from a plastic-like material based on his web fluid and could handle plenty before breaking. He intended to have her with him on specific situations where she needed to interface with something physically.

It was Saturday and the day after the whole incident with wanda. They were now living with the mutants and the whole thing had him on edge. So much so, he hadn't slept much and had gotten up early to work on various things using the junk max let him have from horizon.

"I got a message from jarvis saying that tony wants to know if you want to come over and hang out in his lab next week." Yuri informed.

Peter raised a brow. "You talk to jarvis?"

"No comment." Was all he got out of his A.I.

He was about to question further, but a knock cut him off and Hank's voice came through. "Peter, are you awake?"

"Yeah, door's open."

The blue furred beast came in and immediately noticed the mess of technology strewn across the room. "Long night?"

"You could say that." Peter shrugged.

Hank nodded, knowing from experience that working on such things is what men of science often did on a restless night.

Hank cleared his throat. "The professor said he found something interesting about the situation with wanda and would like you to come down to the med bay."

Peter frowned and followed him down. Wanda had been placed on a bed in their med-bay and the professor had gone into her mind to try stabilizing her. Hank had said she was suffering from exhaustion and had simply snapped.

Peter worried though. She had spoken of a promise he made to her, but he couldn't remember it at all. He couldn't help thinking she was yet another person he let down.

They walked through the polished wood halls and rode the elevator down to the sub-levels. After entering the med-bay, peter had to take a deep breath to calm his nerves as he locked eyes with wanda, who was sitting on one of the beds.

She now wore the thin blue clothing you would typically see in a hospital.

Wanda looked down, ashamed of herself and her actions towards him. He wanted to reassure her that it was no big deal, but certain things needed to be dealt with.

"Professor." Peter greeted.

"Good morning peter. I would like to update you on the situation." Charles told him and nodded for wanda to explain.

She did so hesitantly. "I-I remember us…meeting as children. We were neighbors at the time and my father had left me with a women I cant remember. I was so lonely, and I eventually met you. We promised to stay friends but that day is the only memory I have of you."

"With good reason." The professor chimed in.

"Why is that?" Peter asked.

"The memory is fake. I can sense someone's meddling in her mind. Who did it or when it happened though, I cant say." The professor informed.

Peter wasn't expecting this at all. "What would anyone gain from doing something like that?"

"I don't know, but I intend to find out." Charles reassured.

Peter nodded and turned to wanda. "Don't worry about what happened, someone's just trying to mess with us."

She nodded, and smiled at his forgiving nature.

Peter walked out of the med-bay and sighed. Yuri spoke through his earpiece. "At least now you can stop blaming yourself."

"Who said I was-"

"Don't try that, slinger. I know you too well at this point." She warned.

Peter sighed. He was lucky to have an A.I. like her, but that didn't mean he had to like it sometimes.

The elevator opened and logan stepped out. "There you are. We're gonna see what you can do. Head to the danger room."

He grumbled and followed him. At least it was Saturday.

When he got there scott gave him a uniform to put on in the locker room. It was black, had an x on each shoulder, and a belt with another x.

It was also really skintight. His spider-man suit was somewhat baggy, so it was gonna take some getting used to. Finally, he went back to the danger room, where everyone was waiting to train with him, minus laura, who was simply observing out of curiosity to see how he did. May was also in the observation room with logan and rahne.

The danger room seemed unremarkable, as it was just a large white room. He wondered how they even trained here.

"Hope your ready pete, this isn't for pushovers." Bobby taunted.

Kitty smacked him in the shoulder, but peter shrugged. "I can handle it. What are we doing? Ganging up on the new guy? I could take you guys."

A guy with wings that peter didn't recognize laughed. "You think so?"

Peter smirked and scott looked at his team. "I believe we've been issued a challenge. Logan?"

"I'm not missing this." Logan said with a laugh.

May had a worried look. "Are you sure? Can he handle that?"

"He can." Laura said simply from beside her.

May was a bit surprised at the confidence she had in her nephew and wondered how the two knew each other.

"Alright get to it." Was logan's signal to begin.

Bobby immediately shot an ice blast, and peter jumped over it. Though he would prefer to have his web shooters, he was confident he could handle it.

Kurt tried to land a hit by teleporting rapidly around him, but peter blocked them until he grabbed kurt and threw him in the way of an eye blast from scott. He jumped when warren swooped in to hit him and he landed on his back.

Peter shifted his weight to spin warren around and kick him into jubilee. He jumped off and kicked jean out of the air. He landed back on the ground but rolled away when kitty reached for him from the ground. Tabitha began throwing her bombs but he dodged and even kicked one back.

"If those training sessions aren't for pushovers, you guys must have a lot of trouble with them." Peter taunted.

Bobby froze the ground under him, but he reached down and clung to it with his hands, since his boots were too thick. He pushed off his hands towards bobby and sent him sailing into warren. Jean tried to grab him telekinetically, but his spider-sense guided him away from her as she did.

Kitty jumped from the ground and threw several hits that he just dodged. Peter caught a kick and tossed her into jean. He jumped over an eye blast that missed him and hit bobby. Rouge started shooting eye blasts two and peter wondered how, as he dodged them.

Up in the observation room laura decided to leave her spot next to rahne and head down herself.

Warren flew at peter and tried to hit him, but peter caught his fist and warren was shocked that he was too strong for him.

Peter faked yawned. "Are you guys even trying?"

He punched warren away and rouge tried to get close, but his spider-sense warned him not to let her touch him. He spun on his hand and kicked her into jubilee and tabitha.

After a few more minutes, the X-men finally stopped fighting, panting and groaning from the hits they took. Peter smiled. It was hard not to be a little smug when he basically soloed an entire team of super people.

His spider-sense suddenly went off and he rolled under a set of claws. He dodged several more and jumped back to see laura.

She moved in and swung rapidly. He was dodging but was having more trouble with her than the X-men. Laura kicked him in the gut and pointed her claws at his throat.

"You shouldn't get cocky, not everyone is a pushover." She said with a smirk and pressed her claws further to emphasize.

"Noted." He said with a gulp.

She walked away and everyone exited the danger room. May walked over to her nephew.

"Where did you learn to do all that?" She asked.

"Laura taught me actually." He told her.

May looked at laura's retreating form with narrowed eyes.

 _ **IN THE KITCHEN**_

When everyone was seated, peter noticed how tense everything was. Rahne seemed uneasy around kurt, warren kept stealing glances at laura, tabitha winked at him, logan and ororo made small gestures that made peter suspicious, and laura seemed to be avoiding his gaze.

He continued to notice things and came to the conclusion that these people had issues. He shrugged to himself though, not like he didn't either.

He looked at may, she seemed content to cook for more than just the two of them for a change and liked having more people around. Already, most were warming up to her. He was glad that she was taking everything so well, but he felt bad for dragging her into all of this.

But that forge guy said he could use their lab, so this was turning out better than expected.

"Sooooo…Why do you guys live here **and** go to bayville." Peter asked.

"We don't have the staff for teaching them ourselves I'm afraid. Perhaps one day when mutants can go public I will hire a few, but for the time being it is too much of a risk." The professor answered.

"What about spiderman? You think he can warm up the people for that day?" Peter asked out of curiosity.

"Of course!" Was kitty's excited reply. He flinched at her volume. "He may not be a mutant, but he shows people that those with powers can do some good in the world. Despite what jerks like Jameson say."

Everyone gave a weird look at kitty's fan girl moment, but otherwise nodded.

Peter was a bit surprised at their reaction. He always hoped that he could inspire people, show them that anyone could be behind the mask and that anyone could be a hero. But to hear that he actually accomplished it to a degree? He just wasn't used to the praise. Only now he was worried about letting them down. He was just a kid with spider powers, peter doubted he could be what they needed.

Laura looked at him and could see the doubt on his face. She actually found herself hating his lack of confidence, and had to fight the urge to reassure him.

"Personally, I don't think he should be out there. He could get people suspicious and they'll start looking around for **us**." Scott said.

Laura scowled. "At least he does something, all we do is hide and sit on our asses."

She was surprised at her own response. Laura looked at peter and found him looking down with a small smile.

"We handle mutant affairs, and we operate in secret." Scott corrected.

"Yes, but we mustn't be so paranoid scott. It doesn't do us any good." The professor chided.

"I may not be very trusting of that spiderman, but I know when someone is trying to do some good. For now he is the best example the world has of you and it would do him good if you had a little faith in him." May told everyone.

They nodded and peter decided that did it. He wasn't about to let them down.

After breakfast, laura went up to her room. She lay on her bed, trying to get her mind off that disturbing dream. Her head kept replaying it, and it was becoming annoying.

Someone gave a quick knock on her door and came in. Laura could tell it was jubilee. She sat on the floor across from laura's bed.

"Ok, what's bugging you?" Jubilee asked.

Laura rolled her eyes at the word 'bugging' but kept quiet. She wasn't some gossiping schoolgirl who would share her weird fantasies. Especially since it was just a dream.

"Come on, Laura. Stop so being stubborn."

She sighed at as the words she used were also ones peter used. Her mind kept coming back to him and it confused her how quickly he became a constant aspect of her life. She remembered that first night they spoke and how much lighter she felt after it. Deciding it couldn't hurt, Laura turned to her sister figure.

"This doesn't leave this room."

 _ **PETER'S ROOM**_

Peter lay on his bed, as he and his A.I. contemplated a plan.

"We could pull it off, right? Convince everyone that super people are ok?" Peter asked.

"It would take a lot of work. Being a vigilante is different from playing politics." Yuri responded.

"But we could do it?"

"Its possible."

Peter got up and walked over to the desk beside the balcony doors.

He picked up a metal briefcase that was in front of the desk.

"If were going to do this, amazing wont be enough. We need to stick in their minds, and get them talking. We boost our own rep, we boost mutant rep."

"What more can we do? You already amaze."

Peter shook his. "Forget amaze, we need to astonish."

He held up the metal briefcase for yuri to see through the camera on his laptop. "And I got just the thing to do it."

"I'm sorry, astonish? As in the astonishing spiderman?"

Peter frowned at his A.I.'s words. "What's wrong with astonishing."

He put down his briefcase and looked into the laptop's camera.

"Just stick to amazing." Yuri suggested.

"But-"

"Don't"

He eyed the camera then dropped his shoulders. "Fine."

Peter picked the silver briefcase again. "Now, about that invitation from tony."

 _ **STARK INDUSTRIES TOWER**_

Spider-man landed on one of the upper floor's windows and one slid open. He had the silver briefcase webbed to his back.

He entered a lavish looking penthouse, a large section in the center was occupied by a large red couch with a small recliner on each side of it, facing the center where a expensive looking tv was mounted to the wall. To the right corner of the far wall was a small kitchen but peter guessed it wasn't the main one. An elevator was to the center of the far wall. Tony came out of it with a frustrated looking pepper.

"Spidey! Glad you came, there's a lot I want to show you." Tony greeted.

"Hey tony. Hi pepper."

She only gave a polite wave and turned back to tony with a pointed look. "Tony, there is just too much to do for you to have your super playdate right now."

He gave a dismissive wave. "I trust you pep, you can handle that stuff."

Before she could get another word in, he ushered peter into the elevator. "Jarvis, take us to the lab, please. So, what was it you needed help with?"

"Well, I'm making a new suit, nothing too fancy, but I can't figure out a way to add a working HUD into the mask. As for the material, I was hoping we could mess around with my web formula."

Tony could barely hide how giddy he was about working with the web-formula. He then noticed something attached to his waist and immediately deduced it's purpose. "Does that house you're A.I.?"

Peter nodded. "Yep, it ain't pretty, but it gets the job done. The material is also a hardened variation of the web fluid. Not sticky, but not a thread like I need for the suit."

The elevator stopped a few steps away from a set of doors and he followed tony towards a key pad. Peter looked away out of respect and tony spoke. "That web fluid sounds pretty versatile."

"It is." He confirmed.

The doors opened and peter could have sworn he died and went to science heaven. The room seemed to take up a good portion of the floor they were on. There were several pieces of machinery strewn across the place and peter guessed this was tony's private lab. Tony smirked, seeing that spider-man was impressed.

"What do you think?"

"If I'm dreaming, don't you dare pinch me."

Tony laughed and led him over to a work bench. Peter removed the briefcase from his back and opened it to reveal what now had tony gawking. Several notebooks with several different versions of the web fluid. He may be more of an engineer than a chemist, but he could definitely appreciate such a thing.

Peter took them out and spread them across the work bench. The briefcase was meant to keep them safe, as even he didn't know the full potential of the formula and couldn't risk it getting out.

Tony clapped his hands excitedly. "Webbing, then visor. Lets get to work. Jarvis! Music!"

 _-formula 1_

Peter and tony jumped behind a tool cart as a flood of web exploded. They peaked over the edged and turned to each other.

"Next!"

 _-formula 2_

Tony turned up the flames under a beaker full of the white fluid. It suddenly hardened and fell straight down through the work bench.

Spider-man came beside him and they looked at the hole it made.

"Ow!"

They flinched at someone's voice, a floor below.

 _-formula 3_

Peter tossed a web ball from one hand to the other, then bounced it on the ground. It began bouncing rapidly around the lab and the two jumped to avoid it. Tony had to roll away again and got to his feet. He saw it coming and closed his eyes, waiting for the impact.

It never did and he looked down to see it lodged into the wall just beneath his crotch. He laughed nervously and fainted.

Peter winced. "N-next?"

 _-formula 4_

Tony looked at the goopy mess and molded it into a face. He laughed but stopped when he thought he saw it blink.

Peter grabbed a torch and they both swore to never speak of it again.

 _-formula 5_

Pepper came in to see spider-man and tony sitting in a portion of an old hot rod, watching old yeller and crying as the credits rolled.

She slowly backed out of the lab and chose to forget what she saw, but accidently slipped and became stuck on their latest failure.

 _2 hours later_

Peter and tony groaned as they rested their head on the work bench. Both had bits of webbing on them and the lab was covered in it as well, Some only beginning to dissolve. So far nothing that could be woven and that wasn't sticky could be made. The two were beginning to get frustrated and took a break while their respective A.I. continued running simulated experiments.

' _Turn around'_

Peter shot around as he thought he heard a voice and saw one of his notebooks on the floor. He picked it up and noticed a page was sticking out. Taking it out, he saw a formula he swore he never wrote.

Tony walked over and examined it. "Did you write this?"

That further confused peter. "I thought **you** did."

Tony shrugged dismissively. "Maybe we forgot about it, lets try it."

Though still skeptical, peter nodded. He didn't want to be that guy who heard voices, so he chose to ignore it.

They cleaned some equipment and began following the formula. After about another hour they had a machine roll the threads and they finally had it.

Peter grabbed a string. "Strong, not sticky, thin. It's perfect."

Tony cheered, but peter was still confused. He clearly heard a voice and neither of them wrote that formula. It set him on edge. Tony was now dancing around and apparently had started ACDC's Money Made. Peter's hips were moving without his permission, this was one his favorites.

 _ **BACK AT THE MANSION**_

Speaking with jubilee hadn't offered much, but it did seem to help to get it out. She felt largely over it by now and simply attributed it to simple biology and because of how that idiot chose to distract Wanda.

She was in the kitchen now, sneaking one of Logan's beers, when she noticed something. Rahne hasn't been following her around today. Out of curiosity, she began to sniff around, and followed her scent to a note in her room.

 _If you want to see your pup again, meet me at the address below. Come alone._

 _-The Kangaroo_

Laura had no idea who the kangaroo was, but he had rahne and that wasn't going to fly with her. She downed the last of her beer, crushed the can and went to the address.

 _30 minutes later_

She had taken logan's bike and rode to an abandoned fish factory. The smell was annoying but she needed to find rahne.

Laura walked up to a door with a sign that said 'through here' and opened it. A bunch of sharpened sticks clattered to the floor, most not even pointed-end down. She just gave a deadpanned expression and walked in.

A light turned on to reveal rahne on a table…eating a turkey leg?

"Rahne, what are you doing." She asked.

"Free food." Was all she replied with.

"So, you managed to survive my first trap. I knew you were a worthy prey." A new voice, that sounded vaguely familiar.

"All you did was put some sticks over a door." A female voice deadpanned.

"Sophia, I'm working here."

Frank Oliver stepped into the light, followed by a teenage volunteer with black hair and brown eyes.

"You seem stricken with fear. You have obviously heard of how great of a hunter I am." Frank mocked.

Laura had no idea who this nutcase was, and she didn't really care. "Lets go, rahne."

The young mutant followed without question.

"Now sophia!"

The teenage volunteer rolled her eyes, but complied and a several dogs, squirrels, and birds charged into the factory.

"Sorry, but if I do this, he promised to stop bugging the animals and quit trying to hunt them." The girl explained.

Frank laughed victoriously. "Now, I will have my revenge."

"Have we met?" Laura asked, now cautious of all the animals.

Frank scowled. "You interrupted my hunt, no one makes a fool of the **KANGAROO!** "

"…"

"…"

"You're an idiot." Laura told him.

He growled and signaled to sophia to attack. She sighed and addressed the animals. "Can you guys attack now, please…what?"

Frank became confused. "What are they saying?"

"They wont attack them."

"What?! Why?!"

Sophia smiled. "Because their friends with spiderman, and they like spiderman."

Laura sighed. ' _Not even here but still involved in a mess'_

Laura felt something crawling up her leg and onto here shoulder. A black furred kitten stared at her wide green eyes. Sophia gestured to it. "He rescued her from a storm drain."

Laura turned to frank with a growl and released her claws. "Get out of here and stay the hell away from us."

Frank wasn't listening though. "Another hunt ruined, and this time by spiderman. I will have my revenge!"

He ran off and laura sighed.

 _ **MEANWHILE**_

After a quick fist bump from tony, peter was making his way back to the mansion.

He landed on a rooftop and waved away the birds trying to perch on him. "Why are there always animals following me?"

He expected his A.I. to comment on that. "Yuri?...yuri, what's with the silent treatment?"

She didn't respond and he felt around his waist. He panicked when he didn't feel her box. She should be able to communicate regardless, so this was making him worry.

' _over here'_

He spun around when he heard the voice from earlier. He felt something pull at him and he followed, hoping to figure out what happened to yuri.

' _this way'_

Peter obeyed and swung where he felt compelled to go. The citizens looked up in awe and fear, but peter didn't pay them any mind. He wanted his partner back.

' _almost there'_

He came upon an abandoned train tunnel and cautiously entered. Before he could properly look around, red smoke engulfed him and faded away to reveal a different view.

"Whoa, did I just pull a Houdini? Cool, magicians get all the girls."

He was now standing in some sort of lab. It was somewhat large and but mostly empty with the exception of some equipment, as if the owner didn't keep more than they needed at a specific time.

"Don't turn around."

Peter stiffened at the chillingly familiar voice. He could almost swear it was his own.

"Where's my partner?" Peter asked.

"My creation has already been dealt with."

"Your creation?"

"You're A.I. was impressive, but you don't have the experience I do. I planted her for you to wake. She was an anomaly that would save us both."

Peter didn't understand what this guy was talking about, and he had to resist the urge to turn around.

"Save us from what?" Peter demanded.

"The ones who control our lives. The weaver and his agents, they tailor every aspect of our being into what they want. I'm trying to free you, because its too late for me."

' _Ok, he's insane'_ Peter thought.

"I'm not insane."

"You can read my mind?"

"I don't need to."

Peter was getting tired of this. "Give me back my partner."

"In a minute."

"No, I want my friend back-"

His words died when he turned and saw the stranger. He wore a dark blue, almost black, suit with a silver spider on his chest and red eye lenses.

"What are you?" Peter asked.

"Cursed, and I want to free us both from it. Your unique, like I once was, and I want to show you what your capable of."

"Where. Is. Yuri." Peter growled.

Since her creation, she has become invaluable to him, as a partner, a friend, and someone to confide in. Most would scoff at being so close to what they consider a machine, but yuri was his friend and he wanted her back.

"First, a lesson."

An intricate webbing pattern overtook the room and images appeared before peter. They looked like himself, both in and out of costume, but he noticed some didn't look like his costume. Some were his red and blue, others black and white, some…was that a girl?

"What is this?" Peter asked.

"Your birthright. The endless 'what ifs' that manifest into their own world."

This was getting freaky, and peter could sense that something was about to go down. "Did you just imply a multiverse?"

A specific image of a spider-man with red and blue suit, but faint green glow in the webbing pattern and symbol appeared in front of him.

"There are many worlds, and I can show you how to access them. Touch the image."

Peter shook his head. "Yuri first."

"Be patient." the stranger sighed. "There a few things you should know first."

His mask receded and Peter wasn't prepared for what he saw.


	11. Chapter 10

**Sorry if it isn't too good. I had to rewrite it four times and eventually it got annoying. Also Laura doesn't do any fighting in this chapter.**

 _Disclaimer: the following characters, with the exception of any oc, belong to marvel_

Spider-man stared at the face of an older peter parker with pure shock.

His hair was a darker shade of brown, his skin was pale and his eyes were pure black. He also had two small fangs protruding from the top of his mouth.

"The Master Weaver's power can be taken by anyone with enough totemic energy. Regardless of this, the weaver and his agents have groomed special totems as heirs. I used to be the one they planned to have succeed the title. They put me through many trials, by running my life and purposely putting me through tragedies to 'teach me responsibility'."

He laughed bitterly and continued. "I found out about this and when I rebelled, they decided to abandon me. The weaver died and had to give the power to his past self without me as a successor. They needed a new successor should he die again…that's you."

He held peter by the shoulders. "They were going to put you through hell, but I have spent a long time interrupting this universe's development, which is why you wont find many like it. Yuri was a tool that helped you divert from the weaver's path, but now she has served her purpose and had to be disabled before insanity took her artificail mind."

He stepped away from Peter. "They will try and put this reality back on their path. They'll want to take away your freedom again, but you can help win the war against them. Until then…enjoy your free will."

Peter glared. "I don't want any part in some war, just tell-"

Peter was cut off as he was literally waved off and vanished in a puff of smoke. The alternate him looked down at the red box in his hand. "Was I really that gullible?"

"You wont get away with this." Yuri's spoke.

The older Peter rolled his eyes. "How cliché."

He crushed the box and disappeared.

Meanwhile, Peter appeared back outside and groaned. That whole thing had been weird. He had no idea what just happened but it cost him a partner and he hated that.

"I don't know who that weirdo was, but he's gonna have to answer for this."

* * *

Laura sat in the kitchen with Rahne and the kitten that didn't seem to want to leave her. She had been thinking over her behavior lately.

The small smiles, the occasional chuckle, that stupid dream. She didn't know what was happening to her and at first she didn't mind, but it was staring to get inconvenient. Warren had walked by earlier and gave her a wink, and she blushed. That was where she drew the line and she wanted to stop whatever was happening to her.

As Laura was busy with her thoughts, Rahne narrowed her eyes at the kitten drinking from a bowl that Laura set on the table.

Rahne didn't have the best luck with her mutation. It hade made her a demon in the eyes of her father, caused her to have to leave her foster mother, and cursed her with instincts that she struggled to control daily. She was also often overlooked for being the youngest in the mansion. The only good thing she really had was a role model in the form of Laura Kinney.

Rahne wanted to be strong and in control like her, which is why she followed her around. Laura mostly ignored her, but she didn't mind. The problem now though, was that she wasn't the only one following her anymore. That cat waltzed up onto her shoulder like she owned the place.

It didn't help that her mutation turned her into a dog-like creature.

The kitten happened to glance at her and she swore it had a smug expression.

Laura noticed Rahne's expression, but before she could question it, Jubilee walked in. She sat beside Laura with a big grin.

Laura only stared blankly. "What is it this time. Do I finally get my first X-men scout's badge."

Jubilee smiled wider at her new ability to joke. "I was just thinking that maybe we could do something together."

Laura sighed, knowing where this was headed. Jubilee kept insisting that they do something normal together. But Laura wasn't normal, and she wasn't about to pretend to be.

"I'm not going to some stupid mall with you."

Rahne took advantage of their distraction and drank all the kitten's milk while no one was looking. It stared blankly then turned to climb onto Laura's shoulder, hitting Rahne with it's tail as it did.

Jubilee sighed, but she planned for this. She dug into her pocket and took out a phone number. Laura raised a brow in mild interest.

"The other day I met a girl named Alison. She's some kind of upcoming singer and I managed to sell Warren to her."

Laura stared at the number hopefully and Jubilee continued. "I will give this to him if you spend one, just one, day with me doing normal stuff."

As this was going on, the kitten hopped off Laura's shoulder and padded over to Rahne. She looked down and they locked eyes for a moment before it suddenly pounced at her. Rahne yelped in surprise and fell off her chair.

"You okay, kid?" Jubilee asked.

Rahne picked herself up and saw the kitten innocently back on Laura's shoulder. She growled. "Fine."

Laura turned back to Jubilee and reluctantly agreed to her terms. "Alright, if it will get Warren's attention somewhere else."

Jubilee cheered and hugged Laura.

 _SNIKT_

She immediately let go and jumped back when Laura released her claws. "Ok, no hugging, got it. We'll hang out tomorrow."

* * *

Peter let out a tired sigh as he landed on his balcony and went into his room.

"Long day?"

Peter literally jumped in surprise and clung to the ceiling. He looked down and saw a smirking Logan.

He jumped down and yanked off his mask, revealing his scowl. "There a reason for your sneaking up on hard working heroes?"

Logan shrugged. "Needed to talk. How long do you intend to keep this from the others?"

Peter groaned, having expected this to happen eventually. "I cant tell them. I cant let my aunt find out."

"Why." Logan asked and sat in his desk chair.

Peter threw his mask on his bed. "She wouldn't let me keep doing it."

"Its not your job."

Peter shook his head. "That doesn't matter. I cant just do nothing when I have this power. It comes with responsibility."

"And who said it was yours." Logan argued.

He didn't answer and Logan got up with a sigh. "Their going to find out eventually."

He collapsed into his bed with a huff. Logan was right. Eventually the truth will come out, but until then he needs to keep them out of **his** problems, including the weirdness that happened earlier.

This year was getting complicated.

* * *

A brown haired man took a needle and injected the contents into the stump where his right arm should have been. He grunted and shivered as a strange green substance entered his body.

"Curt!?" A woman called.

The man removed his glasses and turned to the stairs. "Down here in the basement, Martha!"

A red haired woman came down and found her husband in the lab they set up in the basement. The place had several wheeled whiteboards, cages with various species of reptile and essential lab equipment strewn across tables.

"Why don't you come to bed. Billy will be up early and excited about his birthday." She said, walking up to him.

He smiled and gave her a peck on the cheek. "Just doing some last minute checks."

She looked behind him and gasped when her eyes landed on the needle. "Curt, What the hell are you thinking?!"

He raised his arm and gestured for her to calm down. "Martha, I know its risky, but it will work. This could-"

"Kill you! We're going to the hospital." She grabbed his arm and began pulling up the stairs.

He pulled free before the first step. "Martha, please. I know it'll work this time. Just-GAH!"

He suddenly collapsed and writhed in agony on the ground. Martha immediately went to his side.

"Curt! What's happening! Curt, please talk to me!"

He continued to yell out and the stump of his former arm seemingly began to bubble. An actual arm shot out and she jumped back to avoid it. Curt greedily took deep breaths as the pain began to subside.

He slowly sat up and looked down at the new appendage with wide eyes. He broke into a smile and laughed in disbelief, then turned to his wife.

"It worked. Martha, it worked!" He cheered.

Her hands went to her mouth as she looked on with astonishment. She slowly reached over and touched. He flinched but laughed at even being able to.

"It actually worked. Curt, this could change so many lives." She practically whispered in shock.

"Mom? Dad?" A young voice spoke and a brow hair boy came down.

Curt immediately hugged him. He gasped as he was lifted by two arms. "Dad, your arm!"

Curt smiled. "That's right, Billy. Your old man isn't half a man anymore."

Martha put a hand on his shoulder. "You never were, but I'm just glad it didn't backfire."

He leaned over and kissed her, then turned to his son. "Lets head back up. We'll play any game you want."

Billy cheered and they headed up.

The next morning curt woke up with a smile. He looked down and flexed his arm to make sure it wasn't a dream.

He turned and lifted Martha out of the bed. She woke with a gasp and laughed a little.

"Curt, what are you doing.?"

He smiled as he carried her to the living room. "Its Billy's birthday."

She laughed some more as he set her down on the couch. Billy heard the commotion and excitedly came into the living room. He ran into his father's arms.

"Can we start with presents?"

Both males turned to Martha with a pleading look. She rolled her eyes but nodded.

"Fine, but first we cut the cake."

They cheered and Curt set Billy down to get the cake. He opened the fridge and pulled out the cake, but dropped it and his legs buckled as pain washed over him. Martha immediately got up and moved to him.

"What's wrong? Curt!"

A guttural pained wail escaped him and she backed away in horror.

* * *

Laura groaned at the sound of knocking. Jubilee burst in with a wide grin.

"Come on, we're going to eat breakfast and then head out."

Laura sat up with a scowl. It softened slightly when the kitten jumped into her arms. She got to her feet and shoved Jubilee out.

Setting her new pet down, Laura slipped on her usual grey shirt, black leather jacket, grey jeans and headed down.

She was met with the daily chaos of every morning. Kitty and Rogue argued, Kurt ported around getting food, Jean and Scott barely took their eyes of each other, Warren gave her that cocky smirk, Logan and Ororo were subtly glancing at each other and all around was pure madness.

Peter gave a wide smile at her arrival before he could stop himself. Realizing it, he looked away and tried to reign it in. Laura gave him an odd look. They had spent a lot of time around each other the last few weeks, but she wasn't ready to call them friends just yet. Though she found it strange that someone was actually happy to see her. She kept getting that weird warm feeling around him, and it was one of the things that annoyed her most.

Jubilee was the worst right now though. Her grin didn't leave as she padded the seat next to her in a gesture for Laura to sit there. Laura did so.

May set down a plate for her and Laura murmured a quick thanks.

The kitten once again climbed onto her shoulder. Rahne narrowed her eyes at it. Peter looked at it curiously. "What's with the cat?"

She shrugged. "Started following me around. Didn't take the hint not to…like you."

He rolled his eyes, but grinned. Laura felt herself heat up at that grin and mentally cursed these new weaknesses. Everyone was mostly oblivious to the exchange, but May looked between the two with a smirk.

Jubilee ate quickly and Laura groaned at what awaited her.

* * *

Tony Stark was known as many things. Among were billionaire, philanthropist, and notorious playboy. Recently however, the people now knew him as Iron Man.

He honestly didn't know the first thing about being a superhero, but it obviously involved not ignoring a cry for help. Which is why when he heard several screams from down the hallway he was walking along, he ran towards it while calling for his armor.

He ran into a lab and had to duck as a desk flew at him and scientists. His jaw nearly unhinged when he saw an enormous humanoid lizard running off with a dispersal machine he had decommissioned in fear of it being used to spread biological weapons.

"Hey!" He yelled before he knew what he was thinking.

The creature turned and grinned maliciously. "Tony Stark. It is quite the honor. I hope you don't mind if I borrow some equipment."

"I do mind actually. Handing over dangerous tech to an insurance mascot seems like a no no."

He looked around for any sign of his armor. The Lizard only scoffed. "Look at me. I am perfection. The future of all species. Everyone else is flawed, and I can change them. Cure them of their limitations."

Tony tried to keep him talking. "Why? Don't you lizard people already run the world?"

The Lizard chuckled. "Trying to buy time, Mister Stark? For what, I wonder."

They suddenly heard a noise and Tony smirked. "That."

Metal pieces of his armor tore through the walls. The Lizard batted them away as they flew at him. A gauntlet made it to Tony and he immediately began hitting him with repulsor blasts.

The creature hissed in pain and raised an arm to block. Tony continued his merciless assault until he got a shot on it's head and it went down, seemingly dead.

He sighed in relief and stepped closer to examine the body. His relief turned to horror as the wounds closed and he was batted away.

He hit the wall hard and was left dazed. With blurry vision, he watched as the creature ran off. Moments later, Pepper came in with a security and medical team close behind.

* * *

Laura and Jubilee exited a movie theater with different expressions. Jubilee was still in a giggling fit at the comedy that had watched. Laura looked bored though. She honestly didn't get how that was comedy when it was mostly people pretending to be dumb, yelling stuff, and saying dirty things.

"You really didn't like it?" Jubilee asked.

"No."

"Well the days isn't over yet." Jubilee said, trying to stay positive.

Laura followed her to a café and Jubilee went to get them something. When she returned, Laura felt she had to ask something.

"This isn't a date is it?" She asked with a straight face.

Jubilee choked on her smoothie and gave Laura a look of pure shock. "No! what gave you-ok, I get why you think that, but this isn't that!"

She then looked closer and saw Laura actually holding back a smirk. She sighed. "You've been hanging around Peter too long."

Laura's face then became serious. "What are you trying to do here, Jubilee? I'm not normal, and I doubt I ever will be."

Jubilee looked down sadly at the truth in her words. "Do you know how I got to the mansion?"

Laura shook her head and Jubilee continued. "I came only a year before you. A family with the same last name as mine owed money to some dangerous people. I came home from school one day and the house was trashed. They confused my family for the others and killed them, then tried to finish the job with me, but the stress activated my mutation and I fought them off."

Jubilee stopped for a second and took a deep breath. "I ended up stealing to get by, and that's where Logan found me. He saved me from getting arrested and brought me back to the mansion. We had some had some trouble in between that but when we got there, he became like a father to me. You're his daughter and I like to think that it makes us like sisters. I only want us to get along…I only want us to be family."

Laura took all this in and didn't know what to say. The idea of family was completely foreign to her. Logan, despite how awkward the situation was, really tried to be there but he wasn't exactly the average father. Most of the mutants had lost there family in one way or another, so it wasn't something she saw often. Only recently had she seen it with Peter and his aunt. She saw how he always kept an eye on her and made sure she never hurt herself. How they cared for each other unconditionally.

If that was family, she wasn't sure she was capable of having one, but maybe she could try.

Laura held the bridge of her nose, annoyed at how much these past few weeks have been confusing for her and looked Jubilee.

"So, what's next?"

* * *

Spider-Man sailed over the streets and landed himself against a wall. He wore the new suit which looked like his old one, but had a large white spider symbol on his back and chest. It was more conformed to him than the old one and the lenses moved with his eyes.

He looked down at his hands and the HUD showed the status of his web-shooters, along with combinations he had loaded into it that he could change by tracking where his eyes looked.

Tony and him got a bit carried away.

He climbed to the top, sat on the edge and yanked off his mask with a sigh. "Man, sure is quiet without an A.I."

He huffed and got to his feet. After swinging around for awhile, he began to remember how lonely his patrols were last year. Yuri had been exactly what he needed and now with her gone, he pretty much had no one to talk to.

In fact, since gwen died he basically isolated himself from everyone until he met Laura. When his uncle died, Gwen was the one who was there for him and the two spent almost every moment together since. She became like the sister he never had but the two often gave people the wrong idea. When peter was dating MJ, she would often express suspicion of their relationship, despite his assurances.

Harry also had a crush on MJ and secretly resented peter for being with her. Eventually he fell for Gwen, but again saw peter as competition. When she died, he didn't hold back in pinning the blame on him as he believed that with all the time they spent with each other, he should have been there.

Harry had no idea how right he was. Peter will never forget how she charged in to save him from the green goblin, using her dad's gun, or how goblin's hand burst through her chest.

Several gunshots snapped his attention back to reality and he slipped his mask back on. The lenses narrowed as his gaze shifted around for the source.

A gun went off again and he swung in it's direction. He landed on the side of another building and saw people exiting cars and running while the police were shooting at…a giant lizard?

"Seriously? Where are these guys coming from." He said in frustration.

He saw the lizard throw something and a cloud of green smoke engulfed the officers. Swinging down, he tackled the three officers out of the cloud, but they began to change.

The Lizard examined Spider-Man. "Ah, another perfect blend of man and animal. I must say I admire what you are."

He tilted his head at it's ability to talk. "Always nice to meet a fan. What did you do to these men?"

"Cured them. Took away their weaknesses and opened their minds." The Lizard replies proudly.

Spider-Man looked over and saw they had become smaller versions of The Lizard. They began to surround him and The Lizard offered his hand.

"Help me cure them. Help me save them from imperfection."

Spider-Man narrowed his lenses. "I cant let you do that. Change these people back. Now."

The Lizard dropped his hand in disappointment. "Such a waste. Kill him."

The smaller ones seemed to obey and they lunged faster than he expected. One clamped down on his shoulder. He tried to punch it off, but the other two moved in, biting down on his left leg and right arm. He pulled to avoid getting dismembered but was unable to get free.

A familiar sound went off and blue beams began shooting the lizards off. Once two were knocked off, he grabbed the one biting his shoulder and pushed it's jaw open to slip out.

Iron Man landed and threw a punch that sent one of the creatures flying. Peter used a web line to swing one into the other and sent them smashing into a car.

The Lizard saw this and began retreating into the sewers. Tony flipped open his helmet.

"I see you ran into my new friend."

Peter hopped over and landed in a crouch. "Kind of hard to miss a giant talking lizard."

"We need to head after him. He stole something that can disperse whatever he used to make those into the air and all over the city."

Tony made to go after him, but Spider-Man stopped him. "I can move faster down there. The civilians need you here. We can protect ourselves, they cant."

Tony looked over and saw the creatures now randomly rampaging around and relented. "I'll keep them busy."

Tony flew off and Peter looked at his wounds. They were bleeding profusely, but he ignored it and jumped through the manhole cover The Lizard used.

He landed with a splash and gagged in disgust. "Oh man, not a good time to have enhanced senses. And this is my first time wearing this suit."

He looked down and shrieked while jumping and clinging to the top. A rat ran by and he watched it disappear around a corner.

"Good thing no one was here to see that just now."

* * *

The Lizard came to a stop in an underground lab he set up. His wife and son were chained to pipes and Billy shook in fear.

"Curt, stop this! Please, this isn't you!" Martha pleaded.

The Lizard scoffed. "I am saving them. The serum isn't perfected however. Inhaling it doesn't work as well as injecting it. I'm changing you now and speeding up my plans."

He prepared two needles and the two began struggling.

"Dad, stop!" Billy begged.

"Curt, don't!" Martha tried as well.

He was about to walk over, but froze when he caught a scent. The Lizard growled. "You heroes are just popping up everywhere aren't you."

Spider-Man jumped down from above. "Well, not many people take too kindly to being turned into lizards."

The Lizard lunged with open jaws and He had to catch them. Spider-Man was tackled down and was having trouble keeping the teeth away from his throat.

He managed to roll them around and landed two heavy punches that The Lizard shrugged off and used his tail to whip him away. Peter rolled to his feet and got into a stance, just like Laura taught him.

Curt swung his claws several times but Spider-Man only dodged. He spun around to whip him with his tail, but Spider-Man caught it and swung him into the wall near Billy.

Peter tried to web him down but The Lizard clawed out and lunged. Billy noticed that the pipe he was chained to broke and he slipped the chains off from it. He bunched them up so the rattling wouldn't attract attention and went to his mother.

"Grab the pipe and help me pull it loose." Martha instructed.

They grabbed the pipe and she planted her foot on the wall as they pulled. They could hear the two super humans trying to wrestle each other down and it only motivated them to get free faster.

The Lizard had Spider-Man pinned down and looked up when he heard them trying to get free. He snarled and tried to lunge, but Spider-Man grabbed his tail.

"Where you going? I always wanted to wrastle a sewer gator, but you're the next best thing!"

He pulled him into the opposite wall, but the tail stayed in his hands. "Gross, this is not the kind of souvenir I want."

He turned to Curt and spoke like he was speaking to a baby. "I got your tail, yes I do. Aww, does Lizzy want his tail back?"

The Lizard let out an enraged roar and barreled into him. "You insufferable arachnid."

Peter grunted as he kicked him off. "Sweet talking isn't going to get you anywhere!"

As they resumed their struggle, Martha's pipe snapped off and she went over to the lab Curt set up.

"Billy, I need you to be my assistant. We're going to help stop this."

Billy nodded, determined to save his father. She looked around at what was available and began working away. "Billy, hand me that blue liquid."

Curt saw them working and decided to speed things along. He batted Peter away and grabbed a large black bag, before strapping it around himself and running off.

Peter hissed in pain as he got to his feet. He was covered in cuts and had three large gashes over his chest. He stumbled while trying to walk over to Martha.

"I get the feeling you know more about this than I do. Mind sharing?" He asked

She let a sigh as a she worked. "That…thing, used to be my husband. He was a surgeon in the army doing battlefield surgery. He lost his arm and began looking into science for someway to get it back. In particular, he looked into lizards and managed to create a serum that worked…for awhile. The lizard DNA must be dominating the human DNA, and-"

"He could end up stuck like that if it isn't held back somehow." Peter finished.

"Can you cure him?" Billy asked.

"I will, I promise you." Peter replied firmly.

He turned to Martha. "Tell me what you can about his work."

"I helped him make it, but can you understand it?" She asked.

He nodded and they got to work.

* * *

Tony ripped a lizard off his arm and blasted another away. The fight had progressed from where it started and they weren't going down easy. Any damage he did, they healed in moments.

"Sir, I would suggest that you retreat for repairs. The armor's integrity has already-"

"You heard Spiderman. We can defend ourselves, they cant."

He spotted the third lizard chasing frightened civilians and flew at it, tackling it to the ground and slamming a fist to it's face.

"Incoming call from Miss Potts." Jarvis informed.

"Don't answer-"

"Tony!" Pepper yelled as her face appeared in his view.

"Hi pep, did you do something new with your hair?" He said as he kicked a lizard into a car.

"Yes! Not that you noticed. And your supposed to be resting that thick skull of yours from the concussion!"

He dodged when a lizard pounced and blasted it from behind. "I'm fine, just-ugh-went for a walk."

She glared at him and he shivered slightly. "You went after it, didn't you?!"

"Uh…what is this 'it' you speak of. Cause there are a lot of its that I could be after. For instance, that ice cream that you love so much."

He grabbed a lizard and took off into the air but flying lowly, and the others followed.

"And which would that be?" Pepper challenged.

"…Pepper, there's something you should know. I'm not really after ice cream. Wow, felt good to get that off my chest."

"Damn it, Tony why-"

"Uh oh, losing signal." He said and made static noises while punching the lizard in his grasp.

"Tony! You better not-"

He hung up, threw the lizard down and landed. "She is going to kill me."

* * *

Laura let out a small chuckle as Jubilee tried to fit her face into the mirror that placed you in a military uniform from WW2. Jubilee was too short and scowled at Laura's quiet laughter, though inwardly was glad they were getting along.

Having nothing better to do, Jubilee decided they should visit a museum. It was more to keep them busy than having any actual interest. Laura didn't mind, as she found herself appreciating her company.

"They should really be more considerate of smaller people." Jubilee complained.

"So you admit your small." Laura taunted.

She crossed her arms. "I'm average sized."

They walked to a model of Captain America and Bucky Barnes. Jubilee turned to Laura curiously. "Did you actually fight him?"

She shrugged. "Not directly, that was mostly Peter."

"You two seem to be getting along." Jubilee stated as they left the museum.

"…Somewhat." Laura said simply.

Jubilee smiled slyly. "Should I give him the 'Don't hurt my sister' talk?"

Laura remained impassive. "That would imply something that isn't there."

Jubilee shrugged. "Well, I guess we can head back now."

Laura was surprised to feel a small bit if disappointment. It actually wasn't bad hanging around her, even if her idea of fun didn't exactly work for her. That gave her an idea actually.

"You got to pick what we did, now its my turn." Laura said with a smirk.

Jubilee blinked in surprise but smiled. They were about to head out, but heard a manhole cover open and cars skid to a stop.

Spider-Man hopped out, with a few vials webbed to his chest, looking worse for wear. He spotted them and gave a small wave before closing the cover and swinging off.

The two mutants shrugged it off and Laura led the way. When they stopped, the sun had gone down considerably.

Jubilee became confused as they arrived at a nightclub and the bouncer's eyes went wide at the sight of Laura. She gave a nod and he let them in.

"Laura, how-" Jubilee started.

"You don't want to know. They owe me though and will let us in as long as we don't drink, trust me I tried." Laura bitterly murmured the last bit.

Jubilee was still in surprise. "I didn't peg you for a nightclub kind of girl."

The music got louder as they entered and Laura turned to her with a shrug. "Normally, I'm not. But I feel like there's still some fun to be had. I came here a few times when I was…a working girl."

Jubilee winced at that last part. The place looked to only be starting to fill up though, and she felt this might be fun.

Laura turned to her again, only with a warning look. "Tell anyone you saw me dance and your dead."

Jubilee smirked. "My lips are sealed."

* * *

Peter spotted Tony and the smaller lizards still fighting it out on the streets below. Letting go of the webline, he prepares a needle in mid air and fell towards one.

He and Martha had managed to create a gene cleanser that would remove any foreign DNA and leave the human DNA intact.

He landed on a lizard and injected the blue liquid. The creature howled in pain and began to contort into odd and painful shapes until it became human again.

Tony, in his heavily damaged armor, flew over. "About time. These guys did a number on me."

"Sorry, had to make the cure."

A second lizard lunged, but peter stopped it with a needle and watched it painfully revert to a human. He still had three more webbed to his chest and handed one to Tony.

"We need to find where the big guy went."

Tony looked up. "He'll need to be at the highest point in the area. Unfortunately, my beautiful tower happens to be second in size only that monstrosity."

Peter groaned at said monstrosity being the Oscorp tower, but spotted the last lizard. "I'll meet you there."

Tony took off and he ran at the last lizard, who was attacking a hotdog cart. It heard him coming and threw the cart.

Peter dodged and stayed low as the two slowly circled each other. "Come on big guy, just take your medicine and we can all go home."

It growled defiantly and tried to run. He jumped onto it's back and used weblines to steer it towards Oscorp.

* * *

Tony's suit sputtered but held as he flew to the top of the Oscorp tower. The Lizard was on the building's antenna, trying to load the dispersion device. Tony blasted it but The Lizard took the hit and fell. His suit chose then to finally give up and he fell, barely catching himself on the edge.

"Propulsion offline." Jarvis informed.

"I noticed!"

He pulled himself up, opened a slot on his arm and put in the gene cleanser. "Load the cure into the swarm missiles. Fire half!"

Several small missiles launched from his shoulder and flew at The Lizard. He snarled and used an air conditioner to knock them away. One blew close enough and he coughed as the blue smoke entered his lungs.

He desperately turned to climb up to the dispersion device and tony was forced to climb after him without flight. "Come on! You have an unfair advantage!"

"Life isn't fair Stark! Only the future of evolution will survive!" The Lizard yelled back.

Tony was slowly and awkwardly climbing. "I don't like how ugly your idea of evolution is! I have an adoring public to look good for!"

Down below, Peter closed on the tower and injected the cure into the lizard. He jumped up and began climbing as it turned back to a human.

He arrived in time to see Tony grab The Lizard's tail and send both falling. Upon hitting the ground, his suit malfunctioned and fired a missile into the base of the antenna. The metal creaked and groaned as it began to toppled.

The Lizard hissed in frustration. Peter webbed him down and Tony manually took a missile from his shoulder and cracked it so that he inhaled the cure. The Lizard cried out in pain and Peter began webbing the antenna.

"What are you doing?" Tony asked.

Peter grunted in pain as he worked his arms to keep from falling. "Collateral damage might hurt the people below!"

Tony realized what he meant and pushed to his feet to start welding it back together. The Lizard, in a desperate final act, used his crumbling tail to shove Tony off the tower.

Peter's lenses went wide and he jumped after him. He aimed his arm but his HUD lit up with 'Reload' and he panicked while trying to grab a cartridge from the hidden belt in his waist.

"Jarvis! Get the flight back on!" Tony ordered.

"Working on it, sir."

Peter tried to reload but the HUD once again interrupted, this time with 'Jammed'. He growled in frustration and tried the other one.

The ground began to close but the shooter jammed again. "Crap! Tony! Spread your arms!"

He did so and slowed his descent slightly. Peter straitened himself to catch up and took out several web-cartridges. He crushed them and threw them below. Civilians jumped back when the webs spread over the pavement and the two hit the ground. Even softened slightly by the improvised web-cushion, they hit hard and groaned in pain.

"Lets never go skydiving." Peter suggested while catching his breath.

"Agreed."

Back on the tower, Curt lay unconscious in shredded clothes. A hand suddenly injected a needle and drew some blood.

"This might be useful." Norman said and walked away as Spider-Man climbed over the edge.

Peter quickly moved to him. "Hey come on. Your family is waiting."

Curt groaned and slowly rose his head. "Spider-Man? What-Where am I?"

He hesitated. Curt didn't seem to know what happened, and he was cured now. Right?

"N-nothing. You got hurt. Come on, lets get you back to Martha and Billy."

Curt looked down at his right stump and frowned. "I thought-I don't understand."

Peter kneeled down before him. "It doesn't matter now. Arm or no arm, you have a family who wants you back."

Curt sighed sadly and nodded. Peter put Curt's left arm around his shoulder and took him down by the stairs. When they got outside, while ignoring odd looks, they were greeted to the sight of a heavily bruised Tony sitting by an ambulance and being yelled at by a Pepper.

"Why do you have to be so stubborn! You were supposed to be resting!" She yelled, her face turning the same shad of her hair.

Tony winced. "But he stole my tech and Spiderman needed-"

"Spiderman! Spiderman! Spiderman! Always you and your super playdates lately!"

Peter chuckled and led Curt to where he spotted Martha and Billy.

"Dad!" Billy yelled and ran past the perimeter the police set up.

Curt stumbled out of Peter's grasp and caught his son. A few memories began to come back and he teared up. "I'm so sorry."

Martha came up and hugged the two. She looked at Peter. "Thank you."

"No prob-"

A bullet cut him off and people screamed as a few officers opened fire on him. Peter jumped and swung away. Tony yelled for them to stop but Peter had already left.

* * *

Laura and Jubilee laughed as they reached the mansion.

"I haven't had this much fun in awhile." Jubilee said.

"I don't think I've ever had this much fun. Thanks…I guess."

Jubilee smiled. "That's what family is for."

Laura looked hesitant. "Do you really see us as family?"

They entered the mansion and climbed towards the second floor.

"I do, and do you know what family does?"

Jubilee turned to Laura and gave her a hopeful look while opening her arms. Laura rolled her eyes but relented and gave her a hug.

It lasted two seconds before she shoved her off and went on her way. Jubilee kept her smile as she went her own way.

"I'm guessing it went well." Logan said as he came up beside her.

"Surprisingly, yeah."

Logan looked at her suspiciously. "You didn't do anything you shouldn't, did you?

She shrugged innocently. "Would we ever do such a thing?"

"Yes."

* * *

Laura walked by Peter's door and heard a heavy thump. She opened the door and crossed her arms.

"You look like shit." She stated while holding back the small pang of worry that hit her.

Peter was sprawled on the floor, covered in cuts and still bleeding pretty badly. He looked up and yanked off his mask. "I feel like it two."

She wrinkled his nose in disgust. "And smell like it."

He rolled onto his back as she came in and closed the door.

"It happens when you fight giant lizards in a sewer." He told her.

She looked confused for a second, but walked over and helped drag him to his feet. "What good is that training if this happens."

He shrugged as he sat on the bed. "It definitely was useful though."

She sighed and went into the bathroom, then came back with a med-kit she he had in there.

"Off." She ordered.

"You don't need to-"

"Off." Laura repeated more firmly.

He gave in and took off the top half of his suit. She frowned at the numerous bite and scratch marks. Laura sat down and the two worked together.

"Heard that you and Jubilee went out for some sisterly bonding. Did you have fun?" He asked while cleaning a claw mark.

"It was…tolerable." She admitted.

He took this to mean she enjoyed it. "Good. You may not realize it , but you have people who care about you."

Laura frowned and her hand froze where it was cleaning the large gashes on his chest. She couldn't resist asking. "Such as?"

He shrugged. "Logan, Jubilee, the professor…me."

"You?" She asked, getting that weird warm feeling again.

She didn't notice her hand was still on his chest until he gently grasped it. "Yes, me. I've come to care a great deal about you."

She looked him in the eye. "I don't know if I see us as friends, Parker."

"You might not, but I do." He said firmly.

They sat quietly for a moment, until Laura slowly removed her hands. Although they hid it well, both felt disappointment at the loss of contact. She got up and walked to the door, stopping only for a second, before leaving.

 **Thanks for reading, and please leave a review.**


	12. Chapter 11

**I was thinking about doing a one-shot series about Laura Peter and their kid that takes place in between this one and the sequel. Let me know if you want to see that.**

 **Also, Ben looks like Ultimate Peter Parker, only blonde.**

 _Disclaimer: the following characters, with the exception of any, belong to marvel_

A woman with strawberry-blonde hair, wearing a trench coat and red glasses stood on a rooftop.

A suspiciously familiar teenager, wearing nothing more than a blue gown, stumbled out of a seemingly abandoned warehouse.

The woman narrowed her blind eyes and murmured to herself. "You shouldn't exist here."

Julia Carpenter was sent to investigate the tampering in the development of this unique universe. The power that Cassandra Webb past to her came with certain responsibilities that Julia has found asks her to make tough choices. One of which she was about to make now.

She raised a hand to use the abilities that the Master Weaver granted her for this situation, but a portal opened beside her. She got into a stance, expecting something to come out. What she didn't expect was to be tackled into it from behind instead.

Julia and her attacker rolled a bit as they landed on a barren world with a ground that was made of black gravel and a few protruding rocks. The sky was gray and there was nothing nearby to indicate any civilization.

Julia kicked him off and the righted themselves. The dark blue suit and silver spider symbol told her exactly who he was.

"Your meddling is going to destroy the web." Julia told him.

"Your just afraid that it will take away your power over us!" The alternate Peter accused.

"Peter-"

"Don't call me that!"

Julia's face darkened. "Of course. You refer to yourself as Dread Spider now."

They stood, facing each other, and Dread-Spider let his mask receded, revealing his pale skin, pure black eyes, and fangs.

"What did you do to yourself?" Julia asked with pity.

"Accepted freedom." Was all he said before charging at her.

He was in front of her in a second, but she saw it coming and blocked his punch. The black gravel flew away in a storm as the fist collided with her arm. Julia grimaced harshly at the surprising force and the pain in her arm.

Jumping back, she didn't even have time to fully land before he was on her again. Julia dodged several punches, but he poured on more speed with each swing until one caught her in the chin and sent her flying into a large rock.

She pulled herself free from the rock but Dread-Spider lunged again. She caught his hands and tried to push back.

"What happened to you was never part of the plan, Peter." She told him.

"Why was there a plan to begin with?! Who are you to run our lives?!"

Dread-Spider pushed her arms to the side and sent three fists to her abdomen and one to her face. She flew back again, landing painfully on the gravel.

She coughed. "We don't run your lives. Not everything is in our control."

"Liar!" He yelled and tired to attack again.

A swarm if pirate spiders erupted from the ground, forming a blonde women wearing a kind of black exoskeleton.

She put a hand to Dread-Spider's chest. "Easy, we'll get to that. There are still things that need to be done before we can kill them."

He seemed soothed by her words and visibly relaxed. The women turned and Julia glared.

"Ero."

Ero smirked. "The Peter you're watching over seems to be more naïve than the rest. Put a damsel in distress and his hero complex makes him easy to manipulate him like any other. But unlike the others, that one is very…impressionable. Shame should he run into a bad influence."

Julia got to her feet. "Your connection to the web was destroyed. How are you here and what are you after?"

Ero just laughed at her attempt to get answers. "You'll find out soon enough."

They disappeared in a flash and Julia sighed. "You wont corrupt him. You cant. He's out of either of our control now."

* * *

It was a week since the incident with The Lizard. Currently, Peter and Laura stood beside each other switching supplies at their respective lockers.

Peter glanced at her and frowned. She was normally quiet but never hesitated to speak something that was on her mind. Lately however, she seemed to be avoiding saying anything to him. There was a strange tension between the two recently. Neither understood why, but it was making their already fragile friendship awkward.

He wondered if he did something and began to feel a little guilty. She was blunt and didn't hold anything back. He…liked that about her. Her not speaking was worrying.

He was about to try and talk, but someone clapped him on the shoulders. He turned and saw Bobby with an 'I need something' smile.

"Hey, buddy, Pete, my bro, I need-"

"No Bobby." Peter cut him off.

His shoulders dropped. "Aw come on. You don't even know-"

"You want to copy whatever homework you didn't do this time." Peter guessed.

"…ok so you do know, but-"

Peter clapped him on the shoulder. "Its for your own good, Bobby."

"He's right, you shouldn't have to depend on others." Jean said from behind them.

She walked up and Bobby turned to her with a scowl. "Don't you have a party to poop on somewhere?"

Jean looked offended. "Don't you start with that, I get enough of it from Kitty and Tabitha."

She glanced at Peter and nervously looked away. She didn't feel comfortable around him. His ability to block her out, unless she pushed harder, unsettled her. That, coupled with his raw power and intelligence, made it hard for her to trust him. He was unpredictable to her and possibly dangerous.

As dense as he could be, Peter happened to notice how uneasy she got and put on a friendly smile.

"Need something Jean?" Peter asked her.

"Yes actually, I wanted to talk to Laura."

Said girl stood frozen near her locker. She seemed to be thinking hard about something. Peter took a risk and tapped her on the shoulder. She snapped around at the contact but surprisingly didn't even show annoyance. Her face was blank and Peter wondered what she had been thinking about.

He grabbed Bobby and led him away. "We'll leave you to talk."

"About that homework…" Bobby's voice faded as they left.

"What do you want?" Laura asked bluntly.

"Its about Rahne." Jean started.

Laura narrowed her eyes at the name. She had gotten used to having her around. She even offered some advice when she would follow her into the danger room. Despite her initial annoyance, Rahne felt important to her, but Laura's face didn't give that away.

"What about her?"

Jean looked a bit saddened. "She's leaving. Her foster mother asked her to join her at some island hospital she's starting."

Laura briefly frowned, but returned to a blank expression. "Why are you telling me this?"

"I just thought you should know. I've seen how attached to you she is."

"That isn't my concern." Laura said in a way that said the discussion was over.

Jean sighed sadly but spoke one last time. "By the way, there's nothing wrong with you. I think your just finding your humanity."

Laura gave a her a look that made Jean shudder. "Stay out of my head."

Jean smiled nervously and began walking away. "Sorry, you were projecting."

She left and Laura briefly considered what she said before closing her locker and going back the mundane hell that was school.

* * *

A teenager with blonde hair and a bang on each side of his face stared at his reflection in a public restroom. He had found a pair of blue jeans, a pair of old shoes, a red shirt and blue hoodie. He had to fish them out of one of those donation boxes, something he still felt guilty about.

His hair was dyed when he found a box of it in a dumpster. The blonde tilted his head.

"Not bad. Now if only I could change this ugly mug." He said and laughed to himself.

He left the restroom to walk out into the mall he was in. He only made it a few steps before a tingling stopped him from bumping into someone.

"Sorry."

"Its no problem." May said.

The blonde paled, realizing who she was. He didn't recognize the brown haired girl in the black dress and red coat, or the blonde in blue jeans and a pink shirt.

Thinking that the two were starting to feel cooped up, May brought Wanda and Tabitha out with her to kill time by walking around the mall and the two were thankful to get out as they were not enrolled in a school yet. The three were on their way to get something to eat, when they bumped into the blonde.

May narrowed her eyes. "You look so familiar. Have we met?"

He did his best to hide his face. "Uh, no, I don't think."

"He looks very similar to your nephew." Wanda pointed out.

"You would know." Tabitha teased.

Wanda scowled. The professor had made them roommates and Tabitha teased her mercilessly about her crush on Peter. It wouldn't be the first time she was manipulated, but the feelings stuck. It didn't help that he was nice enough not to lord the incident over her.

Though she tended to flirt with him, Wanda didn't see Tabitha as competition, since the girl had explained she flirted with a lot of guys to keep options open and men on their toes. Wanda didn't really get that, but to each their own.

Though they both agreed he had a nice butt.

"I am not having this conversation with you again."

Tabitha rolled her eyes and examined the other blonde. "She has a point though."

She circled him and stopped behind him. "Yep, ass like that reminds me of his."

May gave a stern look and Tabitha winced. "Sorry, I'll watch my language."

May nodded and turned to the boy. "What's your name, if I may ask?"

"Uh…" _'Think of something!'_ "…Ben" _'You idiot!'_

May smiled at the familiar name, but frowned at his appearance. "Are you here with your parents?"

"Y-no." He answered and palmed his face.

It was hard to lie to her when he had the memories of being raised by her. May's frown deepened.

"Why don't you join us for lunch, you can tell us more about yourself."

"Uh, I don't-" He started but his stomach chose then to practically roar with hunger.

' _Stupid metabolism! I swear, his luck is genetic.'_

* * *

Laura trudged through the mansion's halls towards her room. It may have been weeks now, but she still hated having to go to school when it was so pointless for her.

She got to her door and opened it but before she could enter, Rahne walked by. She sighed and simply tossed her backpack inside.

"Rahne."

Said girl stopped and turned to her a bit hesitantly. "Yes?"

Laura caught the kitten that ran out of her door and jumped into her arms before addressing Rahne.

"Jean told me you were leaving."

The younger mutant nodded. "I am. My foster mother wants me back. She thinks leaving me here would be like neglecting her responsibility."

Laura set the kitten down and looked at her firmly. "Rahne, why do you hang around me so much?"

Rahne stared at the floor while she figured out her answer. "When my mutation activated, nothing good came from it. All these instincts I have need to be held back. You have them two. I thought I could learn from you. To be strong and in control of myself. You know all about fighting, you know all about control and I wanted…to be like you."

Laura closed her eyes and contemplated this. After a moment she opened them. "Do you know how I came here?"

"N-no."

She began walking. "Let's take a walk."

* * *

"Ted, just fork it over." Peter demanded.

"I said there isn't any mail." The scrawny red haired mail delivery guy told him.

They stood in the break room on opposite ends of a table. Peter slowly walked around and put an arm around his shoulders.

"Ted, Teddy, Tedster, I know. I know that she's…well, a bitch. But she isn't all bad…just almost all bad. Now I need to get her that mail. I know you just want to do your job, and so do I, so lets help each other out. Come on, Ted. She doesn't need to know."

Ted looked at him warily. "You'll keep her off my back?"

"I will try." Peter assured.

Ted sighed and took a few letters out of his red sweater vest. Peter gave a thankful nod and left towards Sajani's office.

"Got the mail." He called to her.

She looked up from her desk. "Good, That scrawny weasel keeps avoiding me for some reason."

' _Gee, I wonder why.'_

"Something to say?" She glared.

' _Did I say that out loud?'_

"Yes, you did."

"Oops."

Her phone beeped and she read a message. "Modell wants to see you."

Peter nodded, hoping he wasn't in trouble. He had a bit of a late streak lately and Max had warned him he was on thin ice.

' _The life of a teenage superhero. When did my life turn into a teen drama. I better not have to deal with, whatever deity that be forbid, love triangles or evil twins.'_

He reached Max's office and knocked.

" _Come in!"_ Max called.

He let himself in. "Hey, Max. Did you need-shit."

"Why would he need that?" Tony Stark joked.

* * *

The blonde, now dubbed Ben, nervously looked between the three females staring at him while eating his burger.

May stared with concern, Wanda gawked at his appetite as that was his fifth burger and Tabitha stared dreamily.

That last one he didn't mind too much.

"You must have been hungry. You eat about as much as my nephew does." May said with amusement.

He rubbed his nervously. "Well, I guess its been awhile."

He immediately winced at having let that slip. He had only been out for one day, but 'they' didn't give him much anyway.

May's amusement turned to concern again. "Have you not had anything to eat?"

"Uh…"

Before he could answer, gunshots and screams rang out across the mall. Ben paled.

' _They found me.'_

"Who found you?" Wanda questioned.

' _Did I say that out loud?"_

"Yes, you did." She answered.

"Oops."

The gunshots got closer and Ben stood up. "You all need to get out of here."

"What's going on?" May asked him.

"Just go! Get to safety!"

He ran off towards the gunshots. Tabitha turned to Wanda. "We cant let him go out there alone. Get May out while I help him."

"Tabitha don't!" Wanda tried but she had already ran off.

Ben ran past the swarm of people running away from the gunshots until he cleared them and reached the source. The main entrance was being overrun by men in grey uniforms.

One spotted him and pointed him out. "There it is!"

Ben rolled behind a fountain as they fired. "Great, and me without web shooters."

He took a deep breath and ran out of his cover. The world slowed as he ran past the hail of bullets and towards one of the shooters. He landed a punch that sent him flying but a bullet grazed Ben's knee and he tripped.

He was immediately surrounded.

"Stay on the ground!" One ordered.

Ben groaned and looked up. "Don't suppose you gentlemen would consider surrendering, would 'ya?"

One hit him with the bud of his rifle. "Be quiet!"

"Ow, I guess not."

Several balls of plasma suddenly fell at the men's feet and exploded, sending them flying away from Ben. He got to his feet and hopped back behind the fountain, followed by Tabitha. He turned to her with a grin.

"My hero." He said while fluttering his eye lashes.

She laughed but the bullets started flying again. Tabitha threw more of her bombs and Ben took the chance to analyze the situation. He peaked over the fountain. No more civilians nearby but the police would arrive soon. He didn't have any web shooters. They were outnumbered two to twelve.

Average odds for Peter. Why not for him two.

He looked up and spotted the large window that gave a generous view of the sky. Ben turned to Tabitha.

"Hold on."

Her confused expression changed into one of surprise when Ben grabbed her by the waist and a jumped them straight up through the glass. Tabitha wobbled a bit in his grip as they landed on top of the mall.

"Just one more." He told her.

He made another giant leap onto the parking lot. They heard a car skid to a stop and turned to see Ororo in their van wave them over.

May was in the passenger seat and the two joined Wanda in the back. Tabitha turned to Ben with a narrowed gaze as Ororo drove them away.

"Are you a mutant?"

"What's a mutant?"

The memories he had gave him only a vague recollection of some old guy trying to recruit Peter for something having to do with the word. Other than that, he had no idea what she was talking about.

Wanda took care of the explanation. "Someone born with abilities that manifest around puberty or activated in stressful situations."

"Oh…uh, y-yeah…that."

He couldn't exactly say he was a clone of Peter Parker. Plus it wasn't a complete lie. He was 'born' with his abilities.

May turned to him with an excited smile. "I cant wait to introduce you to my nephew."

' _Crud.'_

* * *

Laura and Rahne stopped at a café. Rahne noticed that mutant girl who talked to animals, Sophia, walk over to take their order.

Rahne had extended the invitation after dealing with the so-called kangaroo. Sophia had explained that she was staying with a friend but appreciated the offer and declined politely.

"Hey you two, what can I get you." Sophia asked.

Rahne looked at Laura as if asking permission. She snorted at this but nodded.

"Probably a weird question, but do you have anything meat flavored?" Rahne asked.

Sophia shivered in disgust. "Boss came up with a bacon flavored smoothie."

"One of those please."

Sophia nodded ant turned to Laura, who shook her head. She left and Laura took the chance to talk.

"Rahne, I know you…look up to me, but I'm not someone you should have as a role model."

Rahne frowned at this. "But your like a hero. You helped me and your friends with Spiderman."

They hadn't actually talked about it since she found out, but she got the hint that it was a secret.

Laura was taken aback by her words but quickly composed herself. "Rahne…I've hurt people. A lot of people. You think I controlled myself but I used to be no more than a wild animal killing under orders."

"Killing?" Rahne asked hesitantly.

Laura sighed. She never really talked to anyone about this other than Logan or Jubilee…and Peter. Laura had to look away from Rahne at that last thought while she fought the strange symptoms she had been having lately.

After a moment, she spoke. "Yes, killing. I have spilled a lot of blood Rahne. I'm not what you think I am, and I don't deserve your admiration. I'm a monster."

Rahne gulped. "D-did you want to?"

Laura furrowed her brows in confusion. "Kill? No, it wasn't always my choice."

Rahne seemed relieved to hear this. "Then you cant really be a monster."

Laura shook her head. "It's not that simple."

The younger mutant shrugged. "It is if you let it."

She sighed, wishing it was that easy.

"Here you go." Sophia came over with Rahne's smoothie and said girl took it gratefully.

Laura wrinkled her nose in disgust at the smell and brown appearance, but couldn't stop the growl in her stomach at the scent of bacon.

Sophia laughed. "You want one now?"

Laura shook her head again. "Maybe another time."

Suddenly a pigeon slammed into the café's window near the entrance. Everyone inside winced at the impact, except for one guy who cracked up and fell off his chair.

Sophia glared at him, then went out to check on it. Walking out, she kneeled down to speak with it. Laura watched as her expression became worried and she ran in towards her.

"That pigeon overheard someone talking about capturing a Spiderman. He said men in grey uniforms were going to attack Horizon Labs." Sophia informed.

Laura looked a bit skeptical at a pigeon coming to warn them of this, but her eyes widened when she remembered that's where Peter worked.

She didn't hesitate to get up and run out. Rahne followed but came back to take a few more gulps of her smoothie before running again. Sophia mentally wished them luck and got back to work.

* * *

Peter stood frozen while Tony sat on the corner of Max's desk in his modest office.

He gave that signature smirk and turned to Max. "You mind if I have a few minutes alone with the kid?"

Max looked confused but nodded and walked out, patting Peter's shoulder as he went. Tony took off his sunglasses and looked Peter in the eye.

"Gotta say, you're younger than I expected."

Peter feigned confusion. "Excuse me?"

Tony pointed a finger. "You are a hard man to figure out. It helped that you let a few personal details slip, but still wasn't easy. Still, I think I figured you out…spiderman."

Peter tried not to give away his shock. "I-I think you have me confused, Mister Stark."

Tony got off the desk and began pacing around Peter. "Its Tony, kid. Mister Stark was my father."

"Ok, Tony. I don't know what you're talking about."

Tony took something out and a hologram showed project files on Oscorp's super spiders, along with Peter being led by Harry around the labs. He remembered that day. Harry had decided to show Peter some of the work they were doing as a thanks for helping him pass a test.

Tony grinned like he was the world's greatest detective. "You had an 'in' with the company and motivation."

The screens showed information about the death of his parents and uncle. Peter clinched his hands into fists at the invasion of privacy. Tony continued.

"Your intelligence is well beyond other kids your age and I wouldn't be surprised that you figured out the web formula. You also disappeared and were reported missing right before Spiderman's first appearance."

He came up and put his hands on Peter's shoulders. "I know you don't want that getting out so don't worry, I'll keep it to myself. I feel like we can do some good work together. Horizon is great, very cutting edge, but its no Stark Industries. I want you to come work with me. To help change the world for the better, as Spiderman…and Peter Parker."

Peter took a deep breath, trying to contain his panic. "Mister Stark, it's a nice offer, but you have the wrong guy."

Tony rolled his eyes and leaned onto the desk again. "Kid, I already said I wouldn't tell anyone, what more do you want?"

Before he could answer, an alarm started going off. Max barged in, looking frantic. "We need to leave."

"What is that?" Tony asked.

Max began leading them out. "An alarm I had installed after The Rhino's attack. It warns about similar-"

They walked around a corner to come face to face with armed men in grey uniforms.

"-situations."

* * *

Ben squirmed nervously as the professor examined him with narrowed eyes in his office. May stood to his left while Tabitha sat in the chair to his left. Her hand landed on his and he relaxed slightly.

"You say you ran away?" Charles asked.

"Y-yes."

Technically it wasn't a lie.

The professor put his hands together on his desk. "And what are your abilities, exactly?"

"I…uh…stick to things…and I'm strong." He muttered weakly.

This whole situation escalated faster than expected. He planned to distract 'them' while the civilians escaped and then he would have gotten away himself. Tabitha showing up however changed his plans. He felt he needed to get her out safely, but he ended up stuck. He couldn't exactly say no to May when he had memories of being raised by her.

Meanwhile, Charles was trying to get a read on Ben. That familiar static kept him out and the similar powers was quite the 'coincidence'. A mutant with more than one ability was rare, but two and with similar ones was just too suspicious. Even his appearance was like Peter's, along with certain mannerisms.

He was starting to wonder about the two.

For now he would put it aside though. "Well then, for now we'll get you settled. I trust you can handle the tour tabitha?"

She nodded eagerly while giving Ben a smile. He returned it, oddly comfortable around her.

An hour later, Ben found himself sitting in the kitchen with May. She had insisted on making him something more to eat. He protested and said he didn't want to be a bother but May wasn't having it. Tabitha had given him a brief tour before she was dragged off by Wanda about something having to do with picking out an outfit. From what he gathered, she had a crush on his…genetic template.

It was something he was still having trouble accepting.

Taking a spoonful of soup, he turned to the TV on the wall near the cabinets.

" _-and it seems whoever these men are, have taken hostages. Police have formed a perimeter but are keeping their distance as no demands or intentions have been made clear."_

May gasped when she saw that they were reporting a hostage situation at Horizon Labs.

"That's where Peter works."

Ben choked on his soup. _'How did he get a job there? Well, he can handle it…right?"_

Sighing, he turned to May. "May I be excused?"

She nodded and turned back to the TV with a concerned expression. He got up and went up to the second floor. He rolled his eyes when he saw a redhead and a guy in glasses sucking face on the stairs.

He knocked on a random door. When no one answered, he opened it and saw a room littered with female belongings.

' _Too girly."_

He knocked on another door. No one answered again and he checked. It had various poster of rock bands and girls.

' _Too manly.'_

He skipped a few and tried another. No one answered his knock and he peaked in. The room was bare except for a poster of Einstein with his tongue sticking out on the door and bits of technology all over the place.

' _Its his alright.'_

He entered and locked the door behind him. Ben surveyed the room. A bathroom was to the left while the bed was to the right. A dresser with a mirror was beside the door to his right and straight ahead was a pair of doors leading to a balcony and desk next to them.

Ben started with the dresser. _'Nope. Nothing here. That's not it. I love that shirt.'_

He gave up and looked under the bed. Ben spotted a silver briefcase. _'Pretty secure. Hasn't spoken to Harry so likely not nudie mags he gave Peter to hold for him.'_

Opening it, he got a triumphant grin and went to the bathroom to put it on. He came out moments later and examined himself.

"Someone got an upgrade."

He put on the mask but jumped when the HUD lit up. "Whoa, major upgrade."

Looking down at his hands, Ben looked at the web combinations. "Ricochet webs?"

He tried it but jumped as a ball of webbing starting flying around the room until it bounced of the desk and straight into his crotch.

"fffffffffuuuuuuuuuck."

He dropped to his knees, clutching the afflicted area and taking greedy breaths. He let out a pained groaned and the lenses showed his expression.

"Ah man…that was actually kind of cool…ugh."

* * *

Laura and Rahne arrived at the scene where police were stationed near the entrance to Horizon. A crowd of curious bystanders were being held back while reporters recounted the details of the situation.

Laura turned to Rahne. "I'm going to cut through the wall on the side where no one is watching. Stay here."

Rahne tried to follow. "I can help."

Laura turned again, more sharply this time. "Stay. Here."

Rahne frowned as she watched her go. Deciding not to be left on the sidelines, she sprinted to the opposite side of the one Laura went to.

Laura ran to the side where there were no exits for police to cover. Releasing her claws, she tore through the brick wall surrounding the main facility and slowly crawled in. A few unmarked jeeps were parked near the main entrance.

Laura stalked towards a side door. She had to jump behind a jeep when someone came out. Peaking around it, her eyes narrowed dangerously as she recognized that uniform.

Her hands began to tremble and she closed her eyes to take a few calming breaths before creeping towards the man who had turned towards the wall to take a whizz.

She harshly slammed his head into the wall and let him drop. Looking at her hands, she considered finishing it, but shook her head and used her claws to get through the locked door. Laura came into a hallway and took a second to look for Peter's scent. He may not have been able to change and if she knew Peter, he would play the helpless nerd until a bullet was put into his skull. Which is why she needed to cause a distraction.

She walked for a few minutes before coming to another turn, where she stopped at the sound of voices.

"Why are we here again?" A facility agent asked.

Another one sighed in frustration. "One of their subjects escaped and we tracked it to two different possible locations. The other ended up a bust so we're checking this one."

"Oh…this is boring. Why are we just standing here?"

"We're guarding."

"Ugh, don't you just hate being some kind of henchman?"

"No."

"No?"

"Its my dream. To put on a generic uniform. To say nothing and be generally uninteresting. To shoot at our enemies with a seemingly endless supply of ammo and still not hit a damn thing. To fall in dramatic groaning from the slightest tap. Henchman are the backbone of any good organization. Everything our bosses are, we create. We hench because it is our calling to follow orders blindly. We hench…because someone has to do the dirty work."

"…wow…that was deep."

"It was also bullshit. I hate this job."

"Ha"

"Haha"

"Hahahaha"

"Hahahaha-ack."

Their laughing was cut off by Laura slamming their heads together. She looked down at the two with a twitch in her eye and was never more tempted to kill anyone.

* * *

Peter was shoved onto his knees between Tony and Max in the break room, which had been emptied of furniture and had everybody stuffed into because it only had one door to cover . He hadn't had a chance to change and Tony's armor was on its way, but had to hold back as the men might start shooting at the sight of it.

He kept his head down while the men walked by, scanning everyone with a device one by one.

Tony leaned over. "I can cause a distraction while you go and change."

Peter scowled. "I have nothing to change into. I'm not Spiderman."

' _Though I may have no choice soon. What are they even after?'_

Tony groaned. "Kid, I need an opening to get my armor in here. Now is not the time for this."

"I am not-"

"Spiderman!"

They turned as a few weblines began pulling guns away. Spider-Man himself hopped down and once all seven facility agents were disarmed.

One had a side arm and took it out. Spider-Man laughed. "Oh no my old enemy, generic soldier number three."

The facility agent didn't seem to like that and began shooting at him while the others blades or their own side arms. Horizon's staff screamed at the of bullets but Spider-Man kept their attention on him.

Tony took this chance to call his armor with his watch. Max instructed everyone to stay down but Peter spotted the scanner they were using on the floor. He quickly crawled over to the bar shaped device and put it in his pocket. His spider-sense went off and he turned to see one lunge at him with a knife.

"Peter!" Max called.

Spider-Man landed directly on the attack in a crouch and whispered to Peter. "I'll explain later, get the civilians out."

Though confused, he nodded and moved to Max as Spider-Man engaged the remaining five.

"We need to get out while their busy."

Max nodded. The break room wasn't too big, but it gave them enough room to sneak out while they were looking away. Tony's armor smashed through the door and built itself around him. "Stay close!"

He blasted one agent and led everybody out. Peter stayed behind as Spider-Man dropped the last agent. He turned to Peter and rubbed his neck nervously.

"Uh, hi. Can I just say, your one good looking dude."

His reply came in the form of a fist that imbedded him in the wall. Peter pushed his forearm into his throat. "Who are you?!"

"It's a little complicated." Ben choked out.

"Make it simpler then."

"Did you know someone had your DNA?"

"How could I forget." Peter said, remembering that innocent people were turned into spider monsters.

"They couldn't figure out how to work with it, so they brought in an expert who helped them perfect their cloning."

Peter's eyes widened. "You mean your…"

"A clone." Ben admitted.

Peter, in his shock, dropped him and stepped back. He held his head in his hands and was pretty sure he was hyperventilating. Ben removed his mask, which didn't exactly help.

Ben put a hand on his shoulder. "Just don't freak out. We-"

Peter shoved him off. "Don't freak out?! How the hell do you expect me to be calm about this?! What are you even here for?! Are you trying to replace me?!"

"I'm not trying to-"

"Just stop. This is so messed up. Damn it, what if there are more running around with my face and-"

Ben suddenly slapped Peter. Peter turned back to him and was met with an intense glare. "This wasn't exactly a picnic for me either! I have **your** memories in **my** head! I didn't even know I wasn't you until those assholes tried to reprogram my head! Yeah, this is bad! But it cant be helped now can it?! Or do you plan to just kill me?!"

Peter stared at him, holding his face, until he finally let out a sigh. "No, you should know I wouldn't."

Ben nodded and Peter continued. "I have my regular spandex on me. Let me change and we can get these guys out of here. And don't damage that suit. Its hell to fix without Tony's fancy equipment."

Ben smirked and nodded.

* * *

Laura made it to the loading area where trucks pulled in to deliver supplies. Several men were pacing about, but what caught her attention was a girl. She had familiar brown hair and a familiar face. She also wore a red skintight suit with a white spider symbol on her chest. Even her scent was all too familiar.

Laura watched her saunter casually past the agents and towards who knew where. She was unaware of the white and black suited figure that phased out of the wall behind her. He sent a punch that broke a few ribs and sent her flying out into the open.

Guns were immediately trained on her. She growled and turned to her attacker. He had a suit that was dominated by white and had a black spider symbol and other markings. Laura tried to get up, but her limbs were pinned with spikes as another figure in a dark purple suit with a yellow spider symbol and protruding spikes came out of one of the trucks.

Those familiar bug lenses watched her impassively. Laura caught her another scent and froze. _'No. Please not her.'_

"Well, this is a surprise. Hello X."

A black haired women wearing a black uniform walked out of a truck. Her cold green eyes gleamed with excitement at the subdued mutant. Laura tried to rip herself free but the spikes held.

"Stay the hell away from me!" Laura yelled desperately.

Kimura laughed and continued walking towards her. "I honestly wasn't expecting you. I only came here tracking my escaped subject and his genetic template. But this…this a treat."

Laura began trembling and shut her eyes trying to expel that damn smirk of hers from her head. Kimura again laughed coldly and harshly planted a boot to her throat. Laura grimaced and continued trying to pull free, but it was a fruitless effort.

Kimura leaned down close. "Oh the things I have planned for you when we get back. I'm going to enjoy breaking you in again."

"I w-wont kill f-for you. N-never again." Laura choked out.

Kimura's smirk didn't fall. "I think we should get started early. I obviously have my work cut out for me."

She began stomping her boot on Laura's face. Blood began to splatter around her head and Kimura's insane laughter echoed throughout the area before a massive roar cut it off.

* * *

The two Spider-Men ran along the halls, a trail of unconscious agents being left behind. Tony was leading the staff outside and they took it upon themselves to subdue the invaders.

They both felt a tingle and jumped as a massive silver figure with red markings and spider symbol smashed through the wall.

Peter gawked at the size of it. "Wow, you definitely eat your vegetables."

Its blank gaze turned to the two before charging. Their eyes widened in panic and they began running in the opposite direction.

"What is that thing?!" Peter asked.

"I honestly don't have a clue!" Ben answered.

They underestimated its speed and it barreled into them and sent the three through a wall. They all crashed and rolled on the floor. Ben and Peter groaned while trying to get to their feet. The goliath beat them to it and grabbed the two in his large hands.

"Ah, hell of a hand shake. Now try mine!" Peter said and threw a punch at its face.

This only resulted in a disappointing 'ding'.

Suddenly all three felt their vision go black at the edges. The massive spider set Peter down but he wasn't able to move.

"W-what is t-this?" Peter asked through gritted teeth.

"S-still n-no clue." Ben groaned.

Peter's body turned around without his consent and he watches as a brown haired girl who looked like him sauntered over. Her eyes were cold enough to send a chill down his spine as she stopped only inches away. She got a strange grin and began running a hand over Peter's chest.

"Uh, moving a little fast aren't we?"

She didn't respond as she further examined her prey. Her hand inched uncomfortably close to his-

"Whoa! Boundaries!" Peter yelled and began trying to fight her control.

His limbs shook at the conflicting commands but she didn't look worried. She ran a hand along his arm and stopped below his wrists. With a 'hmm' she gave another command.

"Ah! Ow! What are you doing?" Peter asked when he felt an intense pain in his arms.

He managed to turn his a little and his eyes widened when he saw six-inch spikes coming out of his hands. "Since when do I have those?!"

"No fair! That is so badass." Ben yelled in mock jealousy.

She laughed and looked Peter in the lenses while running her tongue along one of the stingers.

Peter wrinkled his nose in disgust. "That cant be sanitary."

"Just plain nasty.." Ben added.

Peter started fighting again. She suddenly grabbed her head and Peter felt her trying harder. The black in his vision receded and he kicked her away. Turning to the big one, he poured some extra strength into a punch that staggered it and released Ben.

"Thanks." Ben said as he landed on his feet.

Their freedom didn't last long as the silver one tackled them through another wall.

* * *

Kimura looked up in time to be tackled by a large brown wolf. Rahne bit and thrashed her around but didn't do much. Kimura punched her face repeatedly but she held her jaws firm on the woman's throat.

A spike in her leg made her yelp in pain and release her hold. Kimura capitalized by slamming her boot into her gut. Still being inexperienced, she stumbled back breathlessly.

"Rahne!" Laura called and began pulling against the spikes in her arms an legs. An arm loosened and she used her claws to free herself of the rest.

Rahne ran around frantically trying to avoid the bullets now flying at her. Laura went straight for the shooters. She counted six.

Laura charged and drove her claws into one's chest. A bullet hit her side. She turned with a snarl then ran past two, her claws slashing their throats as she did. One landed a bullet in Rahne's shoulder and Laura stabbed a foot-claw into his head.

The white and black one suddenly phased out from the ground and pinned Rahne down. Laura stabbed the last two and turned to help her, but stopped when the purple and yellow one pointed a spike at her head.

Kimura stood beside them with a triumphant smirk. "Your move X. Either surrender yourself to me, or your little pet dies."

Laura growled in anger, but sheathed her claws. Kimura took out cuffs that held all four of her limbs and made to put them on her. Laura trembled at what awaited her but didn't fight.

Rahne looked at her with sad eyes, wanting nothing more than to save her. Laura dropped to the ground, bound by the cuffs, and Kimura carried her into a large white truck. She turned to the spider clones.

"Kill her."

"No!" Laura yelled as Kimura pulled down the door.

Just as they drove away, Peter and Ben, along with the silver clone, smashed through a wall. Rahne took advantage of the distraction and wriggled of their hold. She bit down on the purple and yellow one, then tossed him into the other. She quickly ran over to the groaning spider men. She had no idea which was which but she pawed at the one in regular spandex. "Get up."

"Five more minutes." Peter groaned.

Rahne huffed and bit down on his butt. "Ow! What was that for?!"

"That crazy lady has Laura. Off you ass, laddie. She needs help!"

He snapped up at the mention of Laura's name and sped off in a blur. Ben got up and rolled his neck. He turned to Rahne.

"We need to go. I cant fight them when one of them can take over my mind."

Rahne nodded and both ran out before the clones could recover.

The brown haired girl walked out of the hole in the wall with a scowl. "Ghost Spider!"

The white and black one phased through the ground at her call. "Get Bone Spider off the floor. Goliath!"

The silver one got up and stomped over. "We're leaving."

"Yes my queen." They all answered.

* * *

Laura thrashed around fruitlessly. Kimura kicked her hard in the gut.

"That's enough of that."

They looked up when they heard a thump. A red web-patterned fist smashed through the metal and began tearing it open. Kimura got against a side and began shooting. The fist left but Kimura watched it intently for more movement.

Peter's fist shot through the truck behind her and slammed her head repeatedly before dropping her. Peter climbed up and dropped through the hole in the top. He didn't even bother with Kimura and turned to pick up Laura.

"No! Take these things off so I can kill her!" Laura yelled and struggled in his grip.

Peter jumped out of the track and used a webline to pull himself onto a roof. He snapped her cuffs off, but caught her when she tried to go after Kimura.

"Let me go!"

"Laura-"

"Let go! I need to kill her!"

Peter pulled her closer and held her by the shoulders. "Now isn't the time."

She tried to shake his grip but he didn't budge. "I need to kill her. She…Rahne."

"She's fine." He told her.

She panted in rage and fear. Peter decided to take a risk and pulled her close. She froze in his embrace but eventually just let her head fall onto his shoulder.

"She cant get you while you have friends to watch your back." He said and rubbed her shoulder comfortingly.

She sighed in relief and closed her eyes, unconsciously leaning further into his arms.

* * *

The next morning Rahne was in the process of saying good-bye to everyone. A brown haired woman in a brown coat watched her sadly as Rahne hugged Ororo.

"You gained some good control these past few weeks. You should be proud." Ororo told her.

She finally came to Laura, who stood there arms crossed and with a blank expression. Rahne looked down and glared at the kitten beside her, before rolling her eyes and kneeling down. She gave it a quick scratch behind the ears and it purred at the contact.

She got up and faced Laura. "Thanks, for putting up with me."

Laura's expression softened. "Thanks for not being afraid of me. I…appreciate that you see me as a role model."

Rahne nodded. Laura sighed and awkwardly ruffled her hair. Rahne laughed before heading to the car with her foster mother.

"Take care of yourself, Rahne." Laura murmured.

Peter smiled from the mansion's doorway before heading inside towards his room.

He came in and found Ben sitting on the bed Kurt ported in against the wall opposite his.

"Getting settled?"

Ben looked up with a fearful expression. "May and Tabitha want to take me shopping."

Peter shrugged. "That isn't so bad."

"Kitty is tagging along."

Peter grimaces at this. "Oh, yeah. That's pretty bad."

An awkward silence set in. Peter was still weary about the idea of having clones and Ben was wondering how he got stuck in the exact situation he was trying to avoid.

Peter sat beside him. "I think this sucks for both of us."

"Yep."

"…so…Ben?"

He palmed his face. "It just slipped out."

Peter laughed. "Well, I think it fits."

Ben looked at peter with wide eyes. "Yeah?"

"Yeah…but why blonde?"

He ran a hand through his hair. "It was all I could find. Think I pull it off?"

Peter scoffed at the question. "Handsome devils like us can pull off anything."

Ben threw his hands up as if it were obvious. "Finally someone with some sense."

They laughed. Peter then frowned as he thought about something. "You said you had my memories?"

His mood dropped. "Yeah."

Peter considered this and got an idea. "Well don't think of it as having **my** memories. Think of it as sharing them. Like if you were there with me."

Be blinked in surprise. "Like brothers?"

Peter hesitated but nodded. "Yeah…brothers."


	13. Chapter 12

_Disclaimer: the following characters, with the exception of any oc, belong to marvel_

"I have no problems with him being here, but is this really the best place for him?" Charles asked someone across his desk.

Julia Carpenter stood on the other side, arms crossed with a serious expression. "Certain things have yet to happen, this is the only place I could get him to. Yuri did her job before she was destroyed. They wanted him isolated, you were our best option."

Charles rubbed his brow tiredly. "Thank you for coming to me with this. If he is what you tell me, having him here may even prove helpful."

Julia nodded before she seemed to consider something. "I'm also concerned about that girl, Laura. Her thread is binding with his, she shouldn't exist yet. If this is going to be fixed, letting them get closer may not be a good idea."

Charles didn't seem to like that. "I agreed to keep him here for his own safety, but don't expect me to meddle in such affairs for you. At least not until the situation is so desperate."

She frowned. "Fair enough."

* * *

Peter walked into the main office of the school. It had only been three days since the incident at Horizon and he was still feeling the effects.

For one thing, he was asked not to come in until repairs were done, which meant he didn't get paid. It wasn't like he needed to support his aunt like before, but he preferred to handle his own affairs rather than rely on the allowance the professor gave everyone. He already felt bad about lying to them to keep his secret from his aunt.

The second reason he was having a hard time was Ben. It wasn't that they didn't get along, but having a clone of yourself as a roommate was definitely awkward. Peter had a feeling it wasn't any easier for Ben himself and did his best to make him feel welcome. He felt it was his own fault for being so careless with his blood.

Currently, Peter had been called to the principal's office. For what? He didn't know.

"He's waiting for you." The woman behind the desk said almost excitedly.

This confused him, but he brushed it off and entered the office. "Crap."

Tony Stark, much like last time, was leaning against the desk. He removed his sunglasses in an unnecessarily flashy way and gave Peter an amused smirk.

Peter groaned. "Mister Stark, you saw Spiderman while I was next to you. How can-"

"Relax, kid. I just came here to apologize." He said while sitting in the empty principal's chair.

Peter eyed him wearily. "Really?"

Tony nodded. "Really. I was Wong-bong-thong-ugh, this is harder than I thought."

"You mean wrong?"

He waved a hand dismissively. "Yeah, that. Sit down, kid. You're making me nervous."

Hesitantly, he did so. "Is that all?"

Tony made a show of how uncomfortable the principal's chair was. "Actually no, its about my offer. I meant what I said. You're smart, smarter than any teacher here, and I still think you can put that brain to use."

"You're offering me a job?"

"An opportunity." Tony corrected.

He walked over and put an arm around Peter's shoulders while looking him in the eye. "Kid, a brain like yours doesn't come around all too often. With the proper handling, I think you can be at the top with Pym or Richards, heck maybe almost possibly somewhat a little as smart as me."

"And humble?" Peter asked.

"Who better to teach you to be humble than me? What do you say? We can do some real good together."

Peter pondered this. It was a great opportunity, but it also had risks.

* * *

Laura trudged through the mansion's halls towards her room, having finished a boring day at school.

Since the incident at Horizon, she hadn't gotten any sleep, having been kept up by constant nightmares. Seeing Kimura again face-to-face left her in a state of paranoia, as if expecting her to jump out at any moment.

She would have chased her down that day, but when Peter interfered she just couldn't. When he held her, the feeling was so extremely foreign to her, yet she couldn't pull away. Later that day, Jubilee did it two when she told her what happened. Laura found the idea of being comforted strange but nice.

Maybe Jean was right. Maybe she was finding her humanity.

She shook her head at the preposterous idea and muttered to herself. "Laura Kinney is a lie."

Laura reached her room and frowned at a familiar scent. Opening the door, she spotted Logan standing at her balcony.

"Sit down." Was all he said.

She scowled at being ordered but complied. The kitten jumped beside her and Logan raised a brow.

"Think of a name for that thing yet?"

"No."

"Seriously?"

Laura's scowl deepened. "I don't exactly have experience with pets."

He shrugged and sat beside her. It was quiet for a moment before he began. "You've changed."

This confused the younger feral. "What?"

Logan shook his head. "I said you've changed. When you came here, your only response to anything was annoyance, you tried to kill several of the others and it was hell convincing you to take showers."

That last bit made her flush slightly. She didn't really understand the importance of such things at the time and being clean meant nothing to the animal that X-23 was. Plus at her former…job, some men seemed to find it appealing.

A fact that made her sick to her stomach to this day.

Logan continued. "Laura, I ain't any good at the mushy crap so don't expect me to start now, but you've come a long way since then."

Laura was running out of patience. "Is there a point to this, Logan?"

There was another pause. "Look, I get what seeing her again must have done to you, but moping ain't gonna do shit."

She got up and walked to the balcony. "What the hell do you expect me to do, just forget about it?"

He followed her. "No, I know you can't, but you need to realize that you got people watching your back now. People who wont let them take you again."

Laura scoffed. "You mean the people who look at me like a time bomb, or you, the man who wanted nothing to do with me when we met."

Logan folded his arms. "Yeah you're right, and you know what? I still don't."

She looked down, unable to hide how that hurt to hear. "Then why are you here?"

"Cause that's what we do here. We look after our own. Everyone here, they'll fight for you and whether you admit it or not, you'll fight for them. You think you're alone but here, you're family. Stop torturing yourself with the bad memories and focus on the good ones."

The younger feral leaned on the balcony, suddenly too tired to stand. She shook her head. "How? Every time I close my eyes, I relive all the bad ones, Logan. I remember it all. Their faces, the way I killed them, how I felt nothing while I did it. How can I focus on good memories when I have almost none?"

Logan shrugged. "You regret what you did? That's life, Darlin. A bunch of regret. You're young though. You still got a chance to live a good life. Don't waste it. Make better memories than the ones you have. Do better things than they made you do. Spend your time with better people than the ones who made you."

"Choose." Laura whispered.

Logan nodded. "Pretty much what I said ain't it."

She thought about that. Choices weren't really something she was used to yet. The concept was still new to her. Then her mind went back to what Peter said to her about not being afraid to choose. Laura didn't really know what she wanted yet, but she did know one thing.

"I don't want to kill for them anymore…I don't want to go back."

"You wont." He said firmly. "We won't let that happen."

Laura stared at…her father-figure. It felt weird to think of him as that. But it also felt right in this moment. He didn't meet her gaze, still trying to act like this whole thing was no big deal. It was a big deal though. It meant more to her than he even realized and Laura was suddenly overcome by all the new emotions she'd been having.

Before they really knew it, she was hugging him. Tightly but unsure of the gesture. He stiffened, then awkwardly gave her a pat to the shoulder and pried her off.

"Alright, alright, good talk…I guess."

Her face was red for allowing herself to do that. "Y-yes, it was…thank you."

They avoided each other's gaze.

Logan waved his hand in a gesture of finality. "This never happened."

Laura allowed herself a small smile. "Agreed."

He left, walked a little down the hall and sighed. "Well that was a thing."

"Logan!" Ororo called.

He turned and saw a phone in her hand. "What is it, Ro?"

Rather than answer, she handed him the phone. He put up to his ear. "Who is this?"

" _I need you in Manhattan, now."_

Logan growled. "Fury, I ain't one of your dogs you can order around."

" _He's there, Logan."_

"Who is?"

"Banner, and Ross is already on the way."

"…shit."

* * *

Spider-Man sailed over the streets of Manhattan, earning several gasps from watchers below.

He ran along the side of a building, then jumped into a spin and fell to the ground dangerously fast. Pulling up at the last second, he made a massive swing that sent him higher and he let himself fly, simply relishing in the weightless freedom.

' _Cant believe I turned down_ _ **the**_ _Tony Stark.'_

Spider-Man pulled up again and landed on a water tower.

' _Sure it was risky, with him getting close to figuring me out, but that was one of my dreams.'_

He sighed and jumped towards another direction, making sure to keep alleyways within view.

' _Just another thing I have to sacrifice as Spiderman.'_

He spotted something in one if the alleys and swung closer.

A scrawny looking brown-haired man in glasses, wearing blue cargo pants and grey t-shirt, was being boxed in by three typical thugs.

"We told you, you want to cut through our alleyway, you got to pay the tariff." One spoke.

"Please, you don't know what you're doing. I need to get out of here. I don't even know how I got here, just let me go. There are too many people here." The man pleaded frantically.

"Pay up first." One behind him demanded.

The man groaned. "I don't have any money, I wasn't even anywhere near here when I went to bed last night."

One to his right pounded a fist to his palm. "Then I guess we'll have to look ourselves."

"You know the saying 'look but don't touch'."

Everyone jumped as Spider-Man arrived, landing in a crouch at a generous distance. They all froze, too stunned to say anything.

Spider-Man tilted his head. "What? You never seen a guy in spider-tights before?"

The scrawny man looked at him and thought he looked familiar. The image of someone in a dark-blue and silver suit flashed through his mind. "Did you bring me here?"

He was unaware of a pirate-spider crawling behind his neck. Spider-Man narrowed his lenses. "Me? Uh. I think I'd know if-wait, I know you. Doctor Bruce Banner?!"

"You heard of me?"

Spider-Man excitedly stepped closer. "Yeah, I'm a huge fan of you're work. Last I heard you were in New Mexico, but I haven't heard anything about you in awhile."

"Ok, I've had it." One of the thugs spoke and charged.

Spider-Man casually side-stepped the punch and webbed the man's feet. "Weren't you looking into the possibility of using gamma-radiation to power the world?"

"Uh, yes…I was." Bruce answered uneasily, still thoroughly confused by the situation.

Another came at Spider-Man, fist cocked. He caught the fist, turned it onto the man's back and slammed his face on the brick alley wall. "Yeah, that was the last I heard. How come you just dropped off the map?"

"Its complicated."

The last thug tried to run but Spider-Man webbed him to the wall. "Boy do I know complicated. What are you doing in New York, if you don't mind me asking."

Bruce shook his head. "I honestly don't know. I was in-Gah!"

The spider bit down on his neck. Spider-Man moved to Bruce's side. "Doctor Banner!"

He felt the venom burning through his veins and cried out. But that wasn't the worst if it, that burn didn't compare to what came next. Tears flooded his, now green, eyes and he looked up pleadingly to whisper one word.

"Run."

He pushed himself away from Spider-Man and began flailing around in a frenzy. His muscles were contorting and his screaming started getting raspier. Peter didn't know what was happening and moved closer, only to receive a fist that sent him flying out into the street where he collided with a car and pushed said car straight into another. The women inside it screamed and forced her way out through the sun-roof.

Spider-Man ripped himself free but froze when a sound cut through the entire area.

" **RRAAAHHHH!"**

* * *

Logan, in his yellow and black wolverine uniform, cut through traffic on his bike.

During the time that Laura was searching for Rahne, he had gotten a call from Fury about some kind of monster that he wanted taken down. He refused but Fury threatened to out mutant-kind and left him no choice. Heading to New Mexico, he tracked down the beast. What he found was a force of destruction that was literally fueled by rage.

The Hulk.

They battled for an entire day, the only things keeping him in one piece being his adamantium skeleton and healing factor but eventually, Hulk escaped. Now he was here, in New York. He didn't know why, but despite his gruff nature, he wasn't about to let people be slaughtered like that. The situation would only be made worse with General Ross involved. They guy was basically obsessed with The Hulk.

Wolverine now began to hear a commotion. He saw several news choppers fly overhead and followed them until he started to see actual damage. Cars overturned and crumpled. Buildings damaged with holes torn through. He could already hear the screaming.

His eyes widened when Spider-Man came flying through a wall and harshly skidded to a stop on the street. Wolverine stopped and ran over.

Peter was in a whole new realm of pain. He had just been punched by that…thing, and it sent him straight through two separate buildings. He was willing himself to move but his body refused to comply. By now his suit was torn in several places and some where in the back of his mind he groaned at having to fix it.

If he survived.

Wolverine kneeled beside him, feeling an ounce of genuine concern. "Kid, can you move?"

"C-cant m-move." Was all he could rasp out.

They heard a loud thump and Wolverine saw the Hulk standing across from them, panting heavily with rage. Logan steeled himself. "Stay breathing, kid."

He got up and circled Hulk, trying to divert his attention. "Hey, bub. Remember me?"

Hulk growled. "Little man, Hulk remember you!"

 _SNIKT_

Wolverine ejected his claws. "Hope you don't intend to turn tail this time."

Hulk pounded at the ground. "Hulk isn't afraid!"

Logan smirked. "Prove it."

Hulk dashed forward with a roar and tackled Wolverine, sending chunks of pavement flying as he ran. The mutant didn't blink and roared right back while driving his claws into the Hulk's eyes, which got him tossed aside.

The eyes healed and directed a glare where Wolverine rolled to his feet. Hulked charged again. Wolverine rolled to the side and slashed at the back of his knees, tripping him and allowing Wolverine to jump on his back and stab him repeatedly.

Hulk reached desperately to his back, trying to rip him off but to no avail. Instead he dropped onto his back then rolled off to grab him and slam him several times into the ground. He finished by throwing him straight through a car.

As Wolverine lay motionless to recover, Hulk tried to attack but was cut off by the helicopter that shot at him. He turned with a snarl and growled one word. "Ross."

With a grunt, Wolverine recovered in time to see Hulk jump right onto it. "Shit."

Another grunt caught his attention and he turned to see Peter trying to push himself up. Wolverine ran over. "Stay down, or I'll finish you myself."

He panted but didn't stop. "Cant...people...in danger...need to…"

He dropped and Logan shook his head. "Stay down."

"No." He began pushing again.

With a sigh of pity, Logan helped him up. "Get out of here, you'll only slow me down."

Logan started leaving. Peter narrowed his lenses and gritted his teeth. He began to take shaky steps that turned into a confident stride, followed by a run. He passed Logan and jumped into the air, intending to go after The Hulk.

* * *

A man with heavily greying hair and thick grey mustache, wearing a green military uniform, leaned out of his helicopter.

General Thaddeus Ross watched impassively as his other helicopters shot at the Hulk, showing no regard for the people he ran by.

" _Sir, civilians in the immediate vicinity. Should we-"_

"Keep firing!" He ordered callously.

" _But sir-"_

"I said! Keep firing!"

He got no reply and his orders were carried out.

Below, Hulk ran through the streets at speeds something that big shouldn't be capable of. He growled as people screamed both due to his presence and the disregard of his pursuers. With a roar, he jumped towards another helicopter.

He was surprised however, when something tackled him in mid-air.

Spider-Man desperately pounded at the creatures face as they fell. Hulk grunted but wasn't phased by the blows whatsoever.

Seeing this Peter gritted his teeth and readied another fist. "Express elevator straight down, green bean!"

That last hit sped up their descent and they scraped the corner of a building off before hitting the ground hard. Spider-Man jumped off when Hulk reached for him. He got to his feet and made to hit him.

Rather than dodge, Spider-Man jumped onto the fist. He ran along Hulk's arm while trailing a web-line over his shoulders and onto his other arm. Sticking the line, he jumped down and landed in a crouch. Hulk threw his fist, however the line connecting his hands pulled the other straight into his own face and sent him flying back under his own power.

"Why are you hitting yourself." Spider-Man taunted.

The surrounding people ran from them. Peter turned to the approaching helicopters and glared under his mask. He had seen how careless they were and decided that this had to end now.

He just hoped he could do it.

His spider-sense informed him of a car that Hulk lobbed at him. He shocked himself by catching it, though it sent him skidding back. Hulk jumped forward and began pounding at the car.

After a minute, he stopped and lifted the car but didn't see his target.

"Looking for something." Peter Said while hanging under the car and playfully examining his gloved hands.

He crawled around it when Hulk slammed it down and jumped away from another grab. The helicopters closed in, but ended up intercepted by others with a symbol Peter recognized.

Up in the air, Ross heard a familiar voice come through. _"General, this is Nick Fury, Director of SHIELD. Order your men to stand down and vacate the area."_

Ross slammed his fist on the helicopter. "Keep firing!"

" _We've been given orders, sir."_ His men denied him.

His face was turning red with fury. "I said engage that target!"

" _Sorry, sir. Director Fury exceeds your authority."_

"Son of a bitch! I have to do everything myself."

He grabbed a large weapon from a compartment in the helicopter and took aim.

Spider-Man webbed Hulk's face and began trying to cocoon him. Hulk snapped the webbing easily and ripped the rest from his face, then managed to grab Spider-Man

He yelled in agony when the Hulk squeezed, while gradually applying more pressure. "Bug man thinks he's stronger than Hulk? Hulk squish bug man!"

That was when a missile hit the Hulk and, consequently, Peter. He landed roughly on the ground and had to fight to stay conscious. The world became a blurry mess. All he could hear was the ringing in his ears.

Nearby, a black-haired, brown-eyed woman in a brown coat and black dress-pants hid behind a car.

Whitney Chang, a local news reporter known for her habit of getting a story despite any risk to herself or her camera-man.

This didn't sit well with the portly fellow beside her, holding the camera. She turned to him with a scowl. "Start recording you moron."

"S-should we really be here?" The poor guy was sweating bullets out of fear and having to chase the fighters.

She glared. "Re. Cord. Now."

He turned on the camera and she posed while making sure not to obstruct the view. "This is Whitney Chang. A half-hour ago an unknown green creature began running through the streets. The military pursuing the creature showed **blatant** disregard for the lives of civilians nearby."

The camera moved over to the downed combatants. "Moments ago, a missile hit the creature directly and appears to-oh my god! Its still moving!"

Hulk climbed out of the small crater in the street and looked around. He spotted Spider-Man and began stomping towards him.

"Keep recording." Whitney told the camera-man. "The creature seems unharmed, but the recently infamous Spider-Man has yet to move. So far the military seems to be getting held back by an unknown organization."

The camera zoomed in on one the overhead helicopters, displaying the S.H.I.E.L.D. insignia. "Who are they? I intend to find out."

She huffed. "This would be way better if it were live."

She then spotted an abandoned news-van from a rival network and broke out into a grin that sent shivers down the camera-man's spine.

* * *

Laura sat on the couch in the rec-room petting the, still yet to be named, kitten while Jubilee mindlessly flipped through channels.

Normally, Jubilee would find something better to do, like prank Bobby, but currently lacked the urge to really do anything. She briefly paused on a news-channel and jumped when the chubby face of Whitney's camera-man took over the signal. "I think its working."

"Really? Okay, point it at me." Whitney's voice came though.

The camera shifted to show Hulk fighting Wolverine, who had shown up to protect the, yet again, unmoving Spider-Man

Jubilee gasped. "What is that…thing."

She turned to Laura, but she had already left.

Ben was watching from the laptop he now shared with Peter when Laura threw the door open. "Peter is-"

"I saw." He cut her off.

She looked at him expectantly. "Aren't you going to help him?"

Ben sighed and looked away, not able to hold eye-contact. "I…I cant. Not yet."

Laura glared. "Fine, I'll go myself."

His head shot up. "You cant just go out there like that."

"I'm not just-"

"I'm not saying don't, I'm saying take precautions." He said slowly.

Logan was rigjt. She would fight for them, even if she had to wear a stupid costume to do it.

* * *

Laura now wore what she had intended to use as an X-Men, but now she put on a simple eye-mask to avoid having her face caught on camera and with the intention to help Logan.

And Peter...he's semi-tolerable

She was in her room looking through her drawer until she found what she was looking for. A locket on a black choker. She looked at it with a sad expression before placing it on.

Laura made to leave her room when the professor's voice came through her head. _"I don't recommend you go, Laura."_

She paused briefly, but ultimately ignored him.

In his office, Charles sighed while watching the TV set into a cabinet. Julia stood across his desk with a frown. "This has to be Ero's doing. Bruce Banner shouldn't be anywhere near here at this time."

Charles turned to her with worry. "What would she gain from this?"

"I don't know, but I'm going to go and stay near Peter incase she makes a move." With that, Julia disappeared.

* * *

Peter struggled to stay awake. He was still on the floor, his suit damaged heavily, and was unable to move.

Logan was fighting hard, slashing all over, but The Hulk just kept going. He rolled under a swung and jammed his claws into Hulk's spine, briefly immobilizing him. Brief was an understatement as Wolverine was being slammed along the ground a moment later.

Peter's body had effectively given up and left him unable to get up. He could tell he was hanging on by a thread.

' _Heh…thread…I'm a riot.'_

" _That pun was soooo lame."_ A voice spoke.

* * *

Ero and Dread-Spider watched a web-framed image of Spider-Man on the barren world where they had fought Julia.

Ero closed her eyes for a second, then grinned. "He's reaching out to the web. Get ready."

Dread-Spider nodded but paused. "Using the Hulk caused a lot of unnecessary-"

"Don't lose focus, Peter." She warned coldly.

He looked down. She rolled her eyes and put on a sweet smile. "I'm sorry. But we're so close now. Soon we'll be free and they'll pay for what they took from you."

He looked up at her words and nodded before disappearing into a portal.

* * *

Confused, Peter forced his head to look up a little. He was overcome by shock at what he saw. A blonde girl in a purple hoodie and grey skinny-jeans stared at him with blue, unamused eyes.

"G-Gwen?"

The apparition rolled her eyes. _"Know any other hot blondes?"_

"W-well…"

" _Don't start with me. Get up."_

"I…cant. I'm not strong enough…not to do this, not even to save you."

She shook her head. _"Peter, don't start with that shit. What did I tell you when Flash beat you up?"_

He smiled at the memory. "Heh…pick up your cojones and go kick his ass."

She kneeled down close to his face. _"Well, get to it."_

"Gwen…I cant."

" _Yes you can, son."_ Another voice spoke.

Tears stung his eyes as he immediately recognized that voice. "Uncle Ben."

A taller figure stood beside the blonde. _"I know you feel weak, Peter. But you're never alone. Ask for strength and your bonds will give it."_

"I don't…understand."

Gwen spoke. _"The ones who's lives you've touched in even the smallest ways."_

Ben put a hand on Gwen's shoulder. _"Reach out to them, Peter. Your friends, your family, the people you've helped, even the enemies you've made. They're all connected to you. Ask for their strength."_

His mind went to his aunt, his last living family and not even by blood. He then thought of Ben, who he was starting to learn to call brother. His mind took over and all the lives he saved or touched flooded him until he thought of someone else.

That last person gave him all the strength he needed.

Laura

Ben smiled. _"On your feet, son. On your-"_

"-feet, soldier!" Came a different voice.

* * *

Laura sped towards where the fight had taken place in the car she 'borrowed' from scott.

She drove past a few damaged or utterly destroyed cars when she started hearing the grunts and roars. Turning at a corner, she stopped when she saw it.

Logan was on Hulk's back, stabbing and slashing relentlessly. Hulk looked pissed as usual and was thrashing around trying to get him off. Eventually, Hulk got a hold and slammed him on the ground.

"Hulk smash you, little man."

He raised his arms to do just that and Laura took this as her chance. She drove at full speed towards Hulk and ended up staggering him, mostly out of surprise. Hulk roared and Laura jumped out as his enormous hands crushed the car.

* * *

Scott was in the kitchen with Rogue, making a sandwich. He took his plate and began to walk away, but froze and dropped it.

Rogue jumped. "Scott? What happened?"

He turned with a grim expression. "I...I felt my car cry out in pain, before she was suddenly silenced."

She watched with a disturbed look as a tear slipped past his glasses.

* * *

Laura dodged a swing and ejected all her claws. With a roar of her own, she attacks, using her agility to spin herself into a flurry of claws.

Hulk was actually being pushed back a little at the sheer amount of savagery in her attack, but this was quickly remedied when he clapped his hands, resulting in a boom that sent Laura sailing back.

Logan felt panic at seeing Laura here and quickly moved to her side. "Get out of here, you don't have a skeleton like mine."

She grunted while getting to her feet. "I'm not just staying out of it."

"Laura-"

"I said I'm not going."

Laura looked around for Peter and felt herself going sick with worry when she didn't spot him. This caring about others thing was becoming harder than she thought.

* * *

Peter looked up as Captain America offered a hand. After a second, he took it and noticed that somehow, his arms were now wrapped in gold webbing.

Though confused, he focused on the matter at hand.

"Any fight left in you, son?" Steve asked.

"Plenty."

He actually didn't feel hurt and strangely enough, he felt stronger than ever.

Steve nodded. "Then lets finish this."

The fight had progressed about a block away and the two quickly made their way over to where the two mutants were trying to tire the Hulk out…which wasn't working too well.

Hulk pinned Wolverine and prepared to pound him into the ground. Steve intercepted and used his shield to stop the punch with a loud 'Clang'. The Captain didn't even budge from the force.

Steve hit Hulk's knee and thrust the shield into his chin. Hulk staggered back, releasing Logan. Peter took this chance and came in with a punch.

The result surprised him.

The ground shook and Hulk sailed in the opposite direction. Lenses wide, Peter looked at the golden webbing around his arms and clenched his fists.

"Ok. Logan, what can you tell me about this guy."

Logan rolled his neck. "He's the Hulk. The angrier he gets, the stronger he gets."

Laura came beside Peter. "Then we need to calm him down. Fighting isn't working."

"Maybe a knock-knock joke?" Peter suggested.

Steve put a hand on his shoulder. "This is serious, Spiderman. The longer this goes on, the more damage he does."

A recovered Hulk descended on them. Peter managed to catch his fists, though found that Hulk was still way stronger and had to jump away. Laura and Logan slashed at his legs. Steve slammed his shield on his face a few times. Peter came in with another punch that seemed to hurt the Hulk.

Deciding that the strange new strength helped him even the odds slightly, Peter ran in to make the most of it. He jumped to the side to avoid a stomp and punched Hulk in the face. "Doctor Banner! You need to calm down!"

"No puny Banner! Only Hulk!"

Steve threw his shield directly into Hulk's jaw. "Well we're tired of the Hulk!"

Logan dove in and stabbed his claws into his chest. Steve followed when he stumbled back. Peter tried to follow but Dread-Spider appeared in his way and grabbed his arms.

"Hey! What are you-Ahh!"

Dread-Spider began feeding him some kind of energy. The gold webs on his arms started turning a blood-red and Peter just felt…wrong. "It will be over soon. Trust me, this will free us."

Peter struggled to leave his grip. "S-stop. What are y-you doing?"

Dread-Spider was suddenly shoved by Julia into another portal. Peter stepped back and eyed her warily. "And you are?"

"…an ally. I think this has gone on long enough."

She waved a hand and a kid around his age appeared. He gasped and looked around frantically until his eyes landed in the Hulk. "Stop!"

Hulk turned at the familiar voice, pausing in his battle. "Rick?"

"Yeah, big-guy. I have no idea what's going on, but you need to stop."

Hulk growled at this but the kid came closer. "Hulk, let's go home."

His expression softened and he offered a hand, which rick climbed onto. Steve immediately stepped forward. "I cant let you just-"

"Let them go, Captain Rogers." Julia spoke.

"No disrespect, miss, but who are-"

"It doesn't matter now." She taunted.

Steve turned and saw that Hulk had leapt away. He frowned and turned to his temporary comrades with a sigh. "Well, at least he stopped rampaging."

Logan and Steve went aside to speak. Laura stood beside Peter, who was staring at the woman. She turned her blind-eyes to him. "You'll get answers next time we meet."

Peter came forward. "No. I want to know-"

She disappeared and he groaned. He looked at his arms and saw the webs were gone. Laura put a hand on his shoulder. "We should go."

* * *

Dread-Spider yelled in anger and punched a rock into pieces.

Ero approached stopped him. "She slowed us down, but he will do it again. We just need to wait."

"I'm sick of waiting! I want this to be done! I want to be free! I want…I want them back."

Ero cupped his chin. "It will be over soon. You'll have your life back."

He was still panting in rage, but accepted this.

* * *

Whitney grinned with delight as her and her camera-man left the scene. "This is sure to get people talking."


	14. Hard At Work

**For those of you still waiting for an update, it's coming. For now, however, I've decided to update all previous chapters with experience I've gained since I began this story.**

 **I've learned a lot since I started and plenty of you have offered invaluable advice. Recently the writer who served as my first exposure to fanfiction, Aferus, has been offering great advice and I'm feeling very motivated again.**

 **I'll try to be quick, but hopefully it will be worth the extra wait. It won't be anything you have to re-read for. In general the story will be the same, just with added detail, better dialogue, more interaction and so on. If you do re-read when I start uploading updated chapters though, please let me know what you think.**


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